Annual Report 2010 - Baltika Breweries
Annual Report 2010 - Baltika Breweries
Annual Report 2010 - Baltika Breweries
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
Contents<br />
PRESIDENT’ STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2<br />
AbouT ThE CoMPANy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4<br />
CoMPANy’S PhILoSoPhy . . . . . . . . . . . . . . . . . . . . . . . . . . . 6<br />
MAIN EVENTS of <strong>2010</strong> . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8<br />
bEER MARKET . ThE CoMPANy’S PoSITIoN . . . . . . . . . . . . . . . . . 10<br />
bRAND PoRTfoLIo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16<br />
fINANCIAL PoSITIoN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24<br />
KEy PRoJECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28<br />
CoRPoRATE SoCIAL RESPoNSIbILITy . . . . . . . . . . . . . . . . . . . . . 36<br />
PERSoNNEL AND huMAN RIGhTS . . . . . . . . . . . . . . . . . . . 37<br />
LAboR PRoTECTIoN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39<br />
ENVIRoNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39<br />
MARKETING CoMMuNICATIoN . . . . . . . . . . . . . . . . . . . . . 44<br />
CoMMuNITy ENGAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . 45<br />
buSINESS EThICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47<br />
CoRPoRATE GoVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48<br />
RISK MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58<br />
SECuRITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60<br />
CoNSoLIDATED fINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . 64<br />
INTERESTED PARTy TRANSACTIoNS . . . . . . . . . . . . . . . . . . . . . . . 95<br />
INfoRMATIoN foR ShAREhoLDERS AND INVESToRS . . . . . . . 101<br />
CoNTACT INfoRMATIoN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
President’s Statement
President’s Statement<br />
Dear Ladies and Gentlemen,<br />
<strong>2010</strong> was a critical year for the Russian brewing<br />
industry, as all brewing companies had<br />
to considerably increase their product prices<br />
to compensate for a tripled beer excise<br />
rate. <strong>Baltika</strong> was among the companies that<br />
increased their prices in advance, with said<br />
measures affecting sales volume and the<br />
Company’s market share dynamics principally<br />
in the modern trade format.<br />
Lower sales volume resulted in negative<br />
dynamics for the Company’s financial<br />
performance. Despite the decline in sales,<br />
the Company earned a good profit, remained<br />
high profitability and demonstrated the ability<br />
to manage fixed costs in highly volatile<br />
market conditions. All this was possible<br />
due to continually upgrading efficiency and<br />
implementing working capital optimization<br />
projects, as well as having a strategy aimed at<br />
financing priority projects.<br />
During <strong>2010</strong>, we continued investing in our<br />
operations. New projects included launching<br />
a new canning line at the <strong>Baltika</strong>-Rostov facility,<br />
developing an artesian well for drinking water<br />
production in Yaroslavl and implementing two<br />
bio-gas projects at the Company’s facilities<br />
in Yaroslavl and Samara. We also invested<br />
in developing trade infrastructure and upgrading<br />
management systems.<br />
These projects, coupled with favorable<br />
conditions on the raw materials market in H1<br />
<strong>2010</strong>, enabled the Company to considerably<br />
decrease production costs and contributed<br />
to our financial results.<br />
Throughout <strong>2010</strong>, we focused on optimizing our<br />
brand portfolio. We launched a record number<br />
of new beverages in non-beer categories,<br />
including: cider, water and lemonade. At that,<br />
we focused on developing our key product —<br />
beer. By the end of the year, our flagship<br />
<strong>Baltika</strong> beer brand became one of the top three<br />
best selling consumer brands in Russia.<br />
Integration of the Company into the Carlsberg<br />
Group continued with the launch of the<br />
<strong>Baltika</strong> No. 7 Export brand, which is produced<br />
under license at the Slavutich breweries<br />
in Ukraine (which are also owned by the<br />
Group). The Company granted distribution<br />
and promotion rights for the <strong>Baltika</strong> brand<br />
to other companies of the Group in Estonia,<br />
Latvia and Lithuania. We continued<br />
to develop export sales by entering the major<br />
Latin American beer markets of Mexico and<br />
Brazil, expanded our presence in Africa and<br />
strengthened the Company’s position<br />
in Europe.<br />
In Russia, <strong>2010</strong> was marked by obviously<br />
positive economic trends — the country<br />
came out of the recession and almost<br />
overcame its consequences. The dynamics<br />
for household income and the consumer<br />
confidence index were also positive. Due<br />
to these factors, coupled with unusually<br />
hot weather in the Q3 and a gradual price<br />
increase, the beer market in H2 <strong>2010</strong><br />
stabilized. Taken together, this gives us hope<br />
that the beer market will grow in the coming<br />
year.<br />
Corporate social responsibility remains<br />
an important component of the Company’s<br />
strategy. This concept implies that the<br />
Company takes into account the interests<br />
of the public and is responsible for the<br />
influence that it has on customers,<br />
consumers, employees, suppliers,<br />
shareholders, local communities and<br />
other stakeholders, not to mention the<br />
environment. We treat social responsibility<br />
as a platform that supports our development.<br />
Social responsibility is integrated into all<br />
of the Company’s operational spheres.<br />
We enter 2011 as industry leaders<br />
with a balanced brand portfolio,<br />
as well as a strong distribution system and<br />
confidence in our future. Market development<br />
will surely depend not only on the<br />
Russian economy, but also on implementing<br />
legal restrictions in the production and sales<br />
of beer. Nevertheless, the Company hopes<br />
to achieve objectives and maintain consumer<br />
loyalty in any scenario.<br />
I would like to thank all of the Company’s<br />
employees for their professionalism,<br />
diligence and creativity.<br />
Let me also thank the Company’s<br />
shareholders and investors for the trust they<br />
place in our management team and for their<br />
belief in the Company’s success.<br />
Anton Artemiev<br />
President <strong>Baltika</strong> <strong>Breweries</strong><br />
Senior Vice President Eastern Europe<br />
Carlsberg <strong>Breweries</strong> A/S<br />
3
4<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
The Company in <strong>2010</strong><br />
<strong>Baltika</strong> <strong>Breweries</strong> was founded<br />
in St. Petersburg in 1990. The use of modern<br />
equipment and advanced technologies and<br />
standards made the Company a top quality<br />
producer. The Company became the leader<br />
in the Russian beer market in 1996 and<br />
has held this title ever since.<br />
Throughout its 20-year history, the Company<br />
has achieved dynamic growth by acquiring<br />
production facilities, commissioning new<br />
ones, expanding and upgrading existing<br />
facilities and broadening the Russian (as well<br />
as foreign) distribution networks. In 2006,<br />
<strong>Baltika</strong> <strong>Breweries</strong> merged with three large<br />
Russian beer producers — Vena, Pikra, and<br />
Yarpivo.<br />
Today, <strong>Baltika</strong> is the largest FMCG<br />
producer in Russia and Eastern Europe.<br />
The Company’s production facilities are<br />
located in 10 Russian cities, including:<br />
St. Petersburg, Yaroslavl, Tula, Voronezh,<br />
Rostov-on-Don, Samara, Chelyabinsk,<br />
Novosibirsk, Krasnoyarsk and Khabarovsk.<br />
In 2008, the Company purchased a brewery<br />
in Azerbaijan. The total production capacity<br />
of the facilities stands at 5.2 million<br />
hectoliters of beer per month.<br />
<strong>Baltika</strong> is the malt production leader among<br />
Russian and CIS breweries. To satisfy its<br />
malt demand, the Company built two of its<br />
own malting plants in Tula and Yaroslavl.<br />
The facilities capacity of each of these<br />
malting plants stands at 105 thousand<br />
tons per annum. The Company also owns<br />
a 30 % share in the Malt Plant Soufflet<br />
St. Petersburg CJSC (with a production<br />
capacity of 110 thousand tons per annum).<br />
In addition, the Company is developing<br />
its own agricultural project, which is being<br />
implemented in eight Russian regions.<br />
The Company’s diverse brand portfolio<br />
meets the needs of the most demanding<br />
consumers. In addition to <strong>Baltika</strong>, which<br />
is the key brand, the product range includes<br />
more than 40 beer, low alcohol and nonalcoholic<br />
brands on both a national and<br />
regional scale, including: Arsenalnoe,<br />
Nevskoe, Yarpivo, Tuborg, Carlsberg,<br />
Kronenbourg 1664 beers, Somersby<br />
cider, Zhivoy Ruchey drinking water,<br />
Khlebny Krai kvass and Crazy lemonade.<br />
According to data compiled by the<br />
Canadean and Euromonitor international<br />
<strong>2010</strong> marked<br />
the Company’s<br />
20 th anniversary.
The Company in <strong>2010</strong><br />
agencies, <strong>Baltika</strong>, the Company’s<br />
flagship brand, is the top selling<br />
brand in Europe. It is also one<br />
of the three most valuable brands<br />
in Russia, according to Interbrand<br />
international agency. <strong>Baltika</strong><br />
products are produced under<br />
license agreements in different CIS<br />
and other countries.<br />
The Company’s extensive distribution<br />
network ensures that corporate products<br />
are available in 98 % of Russia’s retail<br />
facilities.<br />
Baltic Beverages Holding AB (a subsidiary<br />
of Carlsberg <strong>Breweries</strong> A/S) became the<br />
Company’s major shareholder in 2008,<br />
holding 89.01 % of the Company’s charter<br />
capital.<br />
5
6<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
Our mission: why we exist<br />
Our mission is the basis for our Company’s philosophy, which reflects our purpose and governs our<br />
Company’s existence.<br />
We create high quality products and develop a culture of responsible beer consumption to bring people<br />
joy and pleasure from socializing.<br />
Our Vision: what we would like to be<br />
Our vision is an orientation point for the Company’s development.<br />
We strive to be the benchmark for the brewing industry, the company setting standards and being<br />
a reference point for breweries all over the world.<br />
For us, being the benchmark means being the leader in three areas: the best brands, the best team,<br />
and the best results.<br />
The best brands: we are market leaders thanks to our strong brands which people choose not<br />
only based on their preferences or possibilities, but also because of their attitude towards our<br />
Company.<br />
The best team: in our Company, highly trained professional specialists cooperate effectively and<br />
achieve the best results in every area.<br />
The best results: Company operates with the highest and most consistent operational profitability<br />
among the largest brewing companies in the world.<br />
Our objectives and strategies: what we are striving for<br />
Our Company’s objectives are the concrete results that we hope to achieve.<br />
Our strategy is the means to achieve the objectives.<br />
Objectives:<br />
To bring the <strong>Baltika</strong> brand<br />
to the leading positions in the<br />
world.<br />
To increase <strong>Baltika</strong>’s share<br />
in the Russian beer market<br />
while maintaining high<br />
profitability and the high<br />
quality of our products.<br />
Strategy:<br />
A focus on creating powerful brands, premiumisation, and<br />
innovation.<br />
Leadership in all market segments, regions, and sales<br />
channels.<br />
Maintaining the high quality of our products and the high<br />
level of service.<br />
Constant development of competencies and<br />
professionalism of our employees.<br />
Increasing the efficiency of our business processes along<br />
with operational excellence.<br />
The search for additional sources for profit growth via:<br />
• the widening of sales geography;<br />
• the development of related directions.
Company’s Philosophy<br />
The Winning Behaviours Principles under which we operate<br />
A GlocAl approach is the key to our<br />
overall success.<br />
This entails finding the right balance<br />
between working closely together at<br />
a GLObal level whilst allowing LOCAL<br />
brands and initiatives to flourish.<br />
It requires versatile combinations and<br />
synergy among different cultures.<br />
This is what sets us apart from our<br />
competitors and is critical for our overall<br />
success.<br />
Our customers and consumers are at the<br />
heart of every decision we make<br />
We are responsible for the<br />
following:<br />
• For our consumers, we bear<br />
responsibility for the high<br />
quality of our product and<br />
service;<br />
• For our partners, we<br />
bear responsibility for<br />
the fulfillment of all our<br />
obligations.<br />
We strive to understand the needs and preferences<br />
of our consumers and clients and base our strategy<br />
on this insight.<br />
We strive for perfection and continuously evaluate<br />
the ways we work to improve our professionalism.<br />
Together we are stronger<br />
We respect people’s individuality<br />
and welcome differences in culture,<br />
traditions, and brands.<br />
We value cooperation and working<br />
for a common goal.<br />
It is teamwork that allows our Company to achieve<br />
success; therefore we share best practices and<br />
always help one another, even when this goes<br />
beyond our immediate responsibilities.<br />
We are each empowered to make<br />
a difference<br />
Our Company welcomes<br />
initiative and new ideas for<br />
business development from all<br />
of our employees and enables the<br />
realization of these ideas.<br />
Innovation helps us constantly<br />
develop and strengthen our position<br />
as leaders.<br />
We are not afraid of difficult tasks and take<br />
responsibility for all actions and decisions we take<br />
while keeping in mind that they all affect the whole<br />
Company’s results and reputation.<br />
We want to win<br />
We are constantly exploring<br />
and are always ready to adapt<br />
in response to the latest<br />
challenges.<br />
We are steadfast<br />
in the achievement of our<br />
goals and are prepared to work<br />
proactively, quickly, and boldly.<br />
We do not retreat in the face of difficulties and we<br />
learn from mistakes.<br />
The specific of the market does not affect our<br />
entrepreneurial spirit, for we are by nature leaders<br />
when it comes to attaining results.<br />
We are engaged with society<br />
The Company is responsible<br />
to uphold society’s values, rules<br />
and regulations, and to run our<br />
business in a conscientious way.<br />
We are ecologically and socially<br />
responsible company and we<br />
devote a great deal of attention<br />
to protecting the environment<br />
and to supporting those in need<br />
of our help.<br />
For us, social responsibility is a social partnership<br />
and establishing appropriate working conditions for<br />
our employees.<br />
7
8<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
January<br />
January 1 st <strong>Baltika</strong> started to supply Asahi Super Dry licensed beer to France and Italy.<br />
February<br />
February 15 th the Company signed a contract to supply beer to numerous African countries.<br />
February 18 th <strong>Baltika</strong> started producing Žatecký Gus (Zatecky Goose) beer in 0.5 liter aluminum<br />
cans.<br />
February 24 th the Company started producing the new Arsenalnoye Gold beer brand.<br />
March<br />
March 15 th the <strong>Baltika</strong> No. 20 Jubilee brand is produced to mark the Company’s 20 th anniversary.<br />
March 25 th the first can of <strong>Baltika</strong> No. 7 Export licensed beer was produced at the Slavutich<br />
breweries (Carlsberg Group, Ukraine).<br />
March 27 th the Khlebny Krai Kvass 7 Grains brand was launched.<br />
April<br />
April 5 th the Siberian Cask Live beer brand was launched.<br />
April 8 th the Company’s financial reports and 2009 dividends were approved at the Company’s<br />
<strong>Annual</strong> General Shareholders Meeting.<br />
April 11 th the <strong>Baltika</strong> No. 8 Wheat beer brand received the Silver Medal in the “Wheat Beer,<br />
Unfiltered” category at the World Beer Cup.<br />
April 13 th a new beer canning line was commissioned at the <strong>Baltika</strong>-Rostov production facility.<br />
The capacity of the new line is 60 thousand 0.5 liter cans and 30 thousand 1 liter<br />
cans per hour.<br />
April 23 rd the new <strong>Baltika</strong> Draught beer brand was launched.<br />
May<br />
May 4 th the Nevskoe Imperial beer brand was launched.<br />
May 11 th the Žatecký Gus Černý (Zatecky Goose Black) was launched.<br />
May 19 th the Zhivoy Ruchey (Life Spring) drinking water brand was launched.<br />
May 20 th a biological gas installation was commissioned at the <strong>Baltika</strong>-Samara production<br />
facility.<br />
May 24 th the first batch of the Company’s products was delivered to Costa Rica.<br />
June<br />
Sales of cola, orange and lemon flavored Crazy non-alcoholic drinks began in June.<br />
June 1 st the Company started beer delivery to the Democratic Republic of Congo.<br />
June 4 th the St. Petersburg government named the Company “The Best Taxpayer<br />
in St. Petersburg” for the sixth time in a row.<br />
June 11 th the Company launched a product in the new category — the natural apple cider<br />
Somersby.<br />
June 17 th a brewery museum was opened at the <strong>Baltika</strong>-St. Petersburg production facility<br />
to commemorate the Company’s 20 th anniversary.<br />
June 24 th the Company started supplying beer to Syria.
Main Events of <strong>2010</strong><br />
July<br />
July 9 th the <strong>Baltika</strong> No. 8 Wheat, <strong>Baltika</strong> No. 4 Original and <strong>Baltika</strong> No. 6 Porter beer brands<br />
were awarded medals at the International Beer Challenge.<br />
July 11 th <strong>Baltika</strong> beer brands received seven medals at the ХII Big Moscow Beer Festival.<br />
July 28 th the <strong>Baltika</strong> No. 6 Porter beer brand received the title “Europe’s Best Baltic Porter”<br />
at the World Beer Awards.<br />
August<br />
August 2 nd the Company started exporting beer to Mexico and Brazil.<br />
August 17 th the process of integrating the Company’s subsidiary, <strong>Baltika</strong>-Almaty LLC and<br />
DERBES Brewery Ltd (Carlsberg Group) in Kazakhstan was completed.<br />
August 26 th a decision on paying interim dividends for H1 <strong>2010</strong> was made at the Extraordinary<br />
General Shareholders Meeting, which was held in absentia.<br />
September<br />
September 13 th the first bottling of the Siberian Cask Classic beer brand took place at the <strong>Baltika</strong>-<br />
Novosibirsk production facility.<br />
October<br />
October 12 th the Company won “The Best HR Project-<strong>2010</strong>” contest in “The Best Innovative<br />
Project” category for successfully implementing employee development programs.<br />
October 26 th the production of Old Bobby premium beer was launched.<br />
October 27 th the Company was awarded the “Save Energy” National Prize from the Moscow<br />
government in “The Best Energy Saving Project of the Year” category.<br />
November<br />
In November, a biological gas installation was commissioned at the <strong>Baltika</strong>-Yaroslavl<br />
production facility.<br />
November 2 nd the Company received an award in “The Supplier of St. Petersburg” contest<br />
organized by the St. Petersburg government for its contribution to developing the<br />
consumer market.<br />
November 10 th <strong>Baltika</strong> No. 3 Classic, <strong>Baltika</strong> No. 7 Export and Tuborg Green were awarded the Top<br />
Prize at the Russian “Good of the Year” contest.<br />
November 11 th the Company’s <strong>Baltika</strong> No. 4 Original was awarded the Gold Medal at the<br />
European Beer Stars Awards contest for the third time.<br />
November 15 th the Company signed license agreements with companies of Carlsberg Group for<br />
promoting, selling and distributing <strong>Baltika</strong> beer in Lithuania, Latvia and Estonia.<br />
November 25 th the Company won the PEOPLE INVESTOR Grand Prix in the “HR Management”<br />
category.<br />
December<br />
December 1 st the Company entered a new segment of the natural malt-based non-alcoholic<br />
beverages market, launching production of <strong>Baltika</strong> No. 0 Apple, <strong>Baltika</strong> No. 0 Grain,<br />
<strong>Baltika</strong> No. 0 Ginger and <strong>Baltika</strong> No. 0 Lemon for export markets.<br />
December 9 th the Eve peach flavored brand was launched.<br />
December 13 th for the fifth time, the <strong>Baltika</strong> brand became one of the top three brands in price ratings<br />
prepared by the Interbrand international agency.<br />
In December, <strong>Baltika</strong> brand was recognized by Forbes Magazine as one of Russia’s<br />
ten most dynamic brands.<br />
9
eer Market .<br />
The Company’s Position
Beer Market. The Company’s Position<br />
The Russian beer market<br />
and <strong>Baltika</strong>’s positions<br />
For several years, the Russian beer market demonstrated<br />
stable growth, but the world economic downturn affected<br />
2008–2009 market dynamics.<br />
<strong>2010</strong> was an extraordinary year for<br />
the Russian beer brewing industry.<br />
As of January 1 st , <strong>2010</strong>, the excise<br />
rate for beer with an alcoholic<br />
content of 0.5 to 8.6 % increased<br />
200 %. The Company minimized<br />
the influence of this essential increase<br />
on sales volume by implementing<br />
a pricing strategy based on gradual<br />
price increases throughout the year.<br />
The effect was also somewhat<br />
lessened due to market revival in H2<br />
<strong>2010</strong>.<br />
2005–<strong>2010</strong> Russian Beer Market Dynamics<br />
Beer market,<br />
million hectoliters<br />
As compared with<br />
preceding year, %<br />
The gradual restoration of consumer<br />
confidence and consumer spending which<br />
had fallen during the economic downturn,<br />
strong consumer loyalty and a hot summer<br />
all improved market dynamics in Q3 and<br />
Q4 <strong>2010</strong>. According to internal estimates<br />
for <strong>2010</strong>, the market declined by 4 %, while<br />
demonstrating positive dynamics in H2<br />
<strong>2010</strong>. In Q4 <strong>2010</strong>, the market declined<br />
1 % compared to the same quarter in the<br />
previous year.<br />
Based on internal estimates, the <strong>2010</strong><br />
volume of the Russian beer market stood<br />
at approximately 94 million hectoliters.<br />
Year 2005 2006 2007 2008 2009 <strong>2010</strong><br />
86.3 94.9 109.7 109.3 98.0 93.9<br />
6 10 16 -0.4 -10 -4<br />
Source: internal estimates<br />
11
12<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
<strong>2010</strong> sales volume (in percentage) as compared with 2009<br />
-12<br />
-13<br />
-4<br />
In-market non-beer sales (Russia)<br />
* In-market sales mean products sold by distributors to trade outlets<br />
in Russia.<br />
** Beer sales volume means shipments by the Company, taking<br />
into account product stocks accumulated during 2009 prior to the excise<br />
rate increase.<br />
Total sales volume (including sales abroad<br />
and non-beer products)<br />
Beer sales volume (Russia)<br />
In-market beer sales (Russia)<br />
+42<br />
In-market sales of beer in Russia* fell<br />
4 % compared with 2009, whereas in<br />
<strong>2010</strong>, total in-market sales dropped<br />
3 %. During Q4, in-market beer sales<br />
in Russia grew 2 %.<br />
In <strong>2010</strong>, the beer sales volume<br />
volume in Russia** dropped 13 %<br />
due to distributors building stocks<br />
during Q4 2009 ahead of the excise<br />
rate increase. The Company’s total<br />
sales volume fell by 12 %.<br />
According to AC Nielsen agency<br />
(Urban Russia), the Company’s<br />
market share as of the end of <strong>2010</strong><br />
was comparable to 2009 levels —<br />
standing at 39.7 % (compared with<br />
39.8 % in 2009). A 0.4 % increase<br />
was seen in Q4 <strong>2010</strong>, compared<br />
with Q4 2009.<br />
The excise rate increase<br />
resulted in an unprecedented<br />
rise in consumer prices. <strong>Baltika</strong><br />
was one of the companies who<br />
started to increase its prices<br />
in the beginning of the year.<br />
Therefore, the Company’s<br />
products became more expensive<br />
during the year, compared with<br />
products of its major competitors.<br />
This affected the Company’s market<br />
share — primarily in the modern<br />
trade segment.<br />
The modern Russian beer market<br />
can boast the presence of all major<br />
international beer brewers, including:<br />
Carlsberg, InBev, Heineken, Efes<br />
and SABMiller. The total market<br />
share for these top five companies<br />
exceeds 85 %.
Beer Market. The Company’s Position<br />
Russian market shares for major beer producers<br />
13.2 % 14.7 %<br />
6.9 % 7.0 %<br />
39.8 % 39.7 %<br />
2009 <strong>2010</strong><br />
9.7 % 10.7 %<br />
14.4 % 11.7 %<br />
16.0 % 16.2 %<br />
<strong>Baltika</strong> Inbev Heineken<br />
Efes SABMiller Others<br />
Source: AC Nielsen (Urban Russia)*<br />
*Urban Russia includes towns with a population of more than 10,000 (excluding rural populations).<br />
<strong>2010</strong> Economic Development and Consumer Trends<br />
According to data from Rosstat (the Russian Statistics Service), <strong>2010</strong><br />
macro-economic indices looked healthier than 2009 numbers with an 8 %<br />
industrial production increase. GDP and disposable income and retail sales<br />
increased 4 %. The unemployment rate fell 11 %.<br />
The impact of the economic downturn on consumer behavior<br />
was considerable, with the majority of consumers switching their preferences<br />
to less expensive beer and packaging in H1 <strong>2010</strong>. The significance of the<br />
modern trade channel also grew. Nonetheless, statistical data for H2 <strong>2010</strong><br />
illustrates consumers growing interest in premium offers and customary<br />
consumer standards. The modern trade tendency gained strength during the<br />
year.<br />
The Company continued to develop non-beer products in <strong>2010</strong>, entering<br />
a number of new categories (see the “Brand Portfolio” section). As of the<br />
end of <strong>2010</strong>, total sales of non-beer products in Russia grew 42 %.<br />
2007–<strong>2010</strong> dynamics for the Company’s share of the beer market, %<br />
2007<br />
2008<br />
2009<br />
<strong>2010</strong><br />
37.4<br />
38.4<br />
39.8<br />
39.7<br />
Source: AC Nielsen (Urban Russia)<br />
13
China<br />
The Republic<br />
of South Africa<br />
14<br />
USA<br />
Brazil<br />
Russia<br />
Germany<br />
Japan<br />
Mexico<br />
Great Britain<br />
Poland<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
International Beer Market<br />
In <strong>2010</strong>, Russia remained the position of the fourth largest<br />
global beer market in terms of volume, with per capita beer<br />
consumption totalling 66 liters (Company’s estimate).<br />
Czech Republic<br />
44<br />
35<br />
33<br />
<strong>2010</strong> global leaders in beer market volume,<br />
million hectoliters<br />
69<br />
64<br />
88<br />
94<br />
126<br />
239<br />
454<br />
Source: Euromonitor (estimate)<br />
Germany<br />
Slovakia<br />
Austria<br />
Ireland<br />
Slovenia<br />
Estonia<br />
Belgium<br />
Australia<br />
Poland<br />
Finland<br />
USA<br />
Bulgaria<br />
Romania<br />
Russia<br />
Global leaders of <strong>2010</strong> in terms of per capita beer<br />
consumption, liters<br />
66<br />
77<br />
77<br />
76<br />
81<br />
89<br />
87<br />
91<br />
90<br />
102<br />
102<br />
101<br />
98<br />
108<br />
151<br />
Source: Euromonitor (estimate), <strong>Baltika</strong> internal data
Beer Market. The Company’s Position<br />
Leading international breweries<br />
56 % 19 %<br />
<strong>2010</strong><br />
Four companies still control approximately<br />
45 % of the international beer market.<br />
The Company’s Global Position<br />
The Company’s products are sold in more<br />
than 70 countries worldwide. Every sixth bottle<br />
of <strong>Baltika</strong> beer is sold abroad. The Company<br />
holds a 70 % share of the total volume of beer<br />
exported from Russia. In <strong>2010</strong>, the sales<br />
volume abroad for the Company’s brands<br />
grew 19 % compared with 2009, exceeding<br />
3.3 million hectoliters in natural units. The<br />
share of sales abroad in the Company’s total<br />
sales volume increased in <strong>2010</strong>, totaling<br />
approximately 8.4 %. The <strong>Baltika</strong> brand makes<br />
up more than 70 % of the Company’s total<br />
sales abroad.<br />
During <strong>2010</strong>, the Company entered major<br />
Latin American markets, including Mexico<br />
and Brazil. The Company also launched sales<br />
in Cameroon and Congo and expanded its<br />
presence in Europe, as well as in Asian and<br />
Pacific countries.<br />
6 %<br />
Deliveries of licensed Asahi Super Dry<br />
to France and Italy were launched in January.<br />
The Company is licensed to produce<br />
bottled (0.44l) Asahi Super Dry beer for 36<br />
European countries. The Company is also<br />
authorized to distribute this brand in Russia, the<br />
Baltic countries and numerous CIS countries.<br />
Deliveries of <strong>Baltika</strong> No. 6 Porter beer to Finland<br />
were launched in February. <strong>Baltika</strong> No. 3<br />
Classic became the only Russian beer<br />
available on the high-speed St. Petersburg-<br />
Helsinki Allegro trains.<br />
10 %<br />
9 %<br />
Anheuser-Busch Inbev<br />
SABMiller<br />
Heineken<br />
Carlsberg<br />
Others<br />
Source: Euromonitor<br />
The Company continued its integration<br />
into the Carlsberg Group, with<br />
a line of licensed brands consisting<br />
of <strong>Baltika</strong> No. 0 Non-Alcoholic, <strong>Baltika</strong> No. 3<br />
Classic and <strong>Baltika</strong> No. 9 Extra produced<br />
in Ukraine by the Slavutich breweries<br />
complemented by <strong>Baltika</strong> No. 7 Export<br />
brand. The Company signed licensing<br />
agreements with Carlsberg Group<br />
companies A/S Aldaris (Latvia), Saku<br />
Olletehase AS (Estonia) and Svyturys-<br />
Utenos Alus (Lithuania) for promoting,<br />
selling and distributing <strong>Baltika</strong> beer<br />
in Latvia, Estonia and Lithuania.<br />
In <strong>2010</strong>, the Company developed a unique<br />
new product — a natural malt-based<br />
non-alcoholic drink with four flavors:<br />
<strong>Baltika</strong> No. 0 Grain, Вaltika No. 0 Apple,<br />
<strong>Baltika</strong> No. 0 Lemon and <strong>Baltika</strong> No. 0<br />
Ginger. The beverages are produced<br />
from non-fermented beer wort and have<br />
a rich malt flavor and the thirst-quenching<br />
capacity of light beer, while containing no<br />
alcohol. Sales of the new product started<br />
in the Middle East in December.<br />
During <strong>2010</strong> the Company represented<br />
the Russian brewing industry at different<br />
international occupational fairs, festivals<br />
and contests, and received numerous<br />
awards for the quality of its products.<br />
15
and Portfolio
Brand Portfolio<br />
Beer brands<br />
Super premium segment<br />
Premium segment<br />
Mainstream segment<br />
Lower mainstream and discount segments<br />
Non-beer brands<br />
17
18<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
<strong>Baltika</strong> owns a unique brand portfolio, which is the strongest on the Russian beer market. The<br />
portfolio includes more than 30 national and regional beer brands. In addition, the portfolio<br />
includes low alcohol and non-alcoholic beverages, such as kvass, drinking water and lemonade.<br />
The portfolio offers brands for any segment, region or taste.<br />
According to a Forbes Magazine index of consumer goods, <strong>Baltika</strong> brand became the<br />
best seller among consumer goods produced in Russia, or for Russia. The top fifty brands<br />
in the index included famous corporate brands such as Arsenalnoe, Nevskoe, Yarpivo and<br />
Bolshaya Kruzhka (King-Size Mug).<br />
Tuborg<br />
Tuborg’s leadership in the super<br />
premium segment remains<br />
as stable as ever. The brand’s<br />
position was further strengthened<br />
by producing Tuborg Green<br />
canned in designer cans dedicated<br />
to various musical trends. The<br />
limited number of Tuborg Green<br />
designer cans was launched<br />
in H2 <strong>2010</strong>. The three versions —<br />
Rock, Hip-Hop and Disco — were<br />
designed by Danesadwork<br />
European agency.<br />
Eve<br />
The Company launched the Eve super premium<br />
brand on the market in the beginning of the<br />
year. This is a totally new product developed<br />
by Carlsberg Group’s process engineers<br />
and is intended exclusively for women.<br />
<strong>Baltika</strong> specialists developed a unique product<br />
promotion concept and an incomparable bottle<br />
design. These were both used to launch the Eve<br />
brand in Russia. The Eve brand, a completely<br />
natural refreshing drink with a light sparkly taste<br />
and low alcohol content, became popular in no<br />
time. A new peach-flavored Eve was produced<br />
at the end of <strong>2010</strong> to complement the existing<br />
grapefruit and passion fruit-flavored drinks.<br />
<strong>Baltika</strong> Draught<br />
In the premium segment,<br />
<strong>Baltika</strong> Draught beer<br />
was <strong>2010</strong>’s primary<br />
novelty. What sets the<br />
brand apart is its special<br />
processing technology,<br />
which maintains the<br />
properties of freshly<br />
brewed beer.
<strong>Baltika</strong> No. 20 Jubilee<br />
<strong>Baltika</strong> No. 20 Jubilee<br />
was developed to commemorate<br />
the Company’s 20 th anniversary.<br />
This brand is meant for sale only<br />
during <strong>2010</strong>. Using numerous<br />
aromatic malts resulted in a unique<br />
light lager taste.<br />
Brand Portfolio<br />
In <strong>2010</strong>, the Company continued to actively develop its portfolio, adding numerous new products.<br />
This enabled the Company not only to preserve but also to strengthen its leadership across all<br />
price segments, including entering new market niches.<br />
The Company also developed on its economy brands. During the year, the brand portfolio<br />
was strengthened with the additions of: Arsenalnoe Gold, Bolshaya Kruzhka Yachmennoye<br />
Bochkovoye (King-Size Mug Barley Draught), Sibirsky Bochonok Zhivoe (Siberian Cask Live) and<br />
Uralsky Master Ledyanoe (Ural Master Ice).<br />
Nevskoe Imperial<br />
The package design for all<br />
brands that fall under the<br />
Nevskoe premium brand<br />
line-up was modified in the<br />
beginning of May, and a new sort<br />
Nevskoe Imperial was launched.<br />
Old Bobby<br />
In the fall, the premium portfolio<br />
was complemented by the<br />
addition of the Old Bobby brand,<br />
which is brewed according<br />
to traditional English recipes.<br />
The brand includes two types<br />
of beer — Ale and Lager —<br />
which are bottled in special pint<br />
bottles.<br />
19
20<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
Žatecký Gus<br />
Žatecký Gus, a successful<br />
new mainstream brand which<br />
was first produced in 2009,<br />
was complemented by<br />
Žatecký Gus Černý in May.<br />
This dark beer is brewed<br />
using select light, caramel and<br />
black malt according to the<br />
best Czech brewing traditions.<br />
<strong>2010</strong> was marked by the rapid development<br />
of corporate activities in producing non-beer brands.<br />
A record number of different drinks entered the market.<br />
Zhivoy Ruchey<br />
In the end of April, Zhivoy<br />
Ruchey (Life Spring)<br />
carbonated and noncarbonated<br />
drinking water<br />
appeared on the market in the<br />
European part of Russia. The<br />
water is taken from a 80-meters<br />
artesian well in Yaroslavl. The<br />
water preserves its natural<br />
mineralization during treatment.<br />
Khlebny Krai<br />
A new sort of the successful Khlebny<br />
Krai kvass (which production<br />
began in 2009) also appeared on the<br />
market in April. The new Khlebny<br />
Krai 7 Grains contains 7 different<br />
cereals, ensuring the optimal<br />
content of useful ingredients.<br />
According to data presented by<br />
AC Nielsen, compared to 2009, the<br />
share of Khlebny Krai kvass on the<br />
kvass market grew 2.6 %, to reach<br />
7.6 %.
Brand Portfolio<br />
The Company intends to further develop its brand<br />
portfolio to fully satisfy its consumers’ tastes and<br />
preferences.<br />
Crazy<br />
The sales of the Crazy<br />
carbonated soft drink (with<br />
cola, orange and lemon flavors)<br />
began in June. All three flavors<br />
are bottled in 0.5, 1 and 2 liter<br />
PET-bottles — the most popular<br />
packaging for such drinks.<br />
Somersby<br />
The Somersby apple cider —<br />
a premium segment novelty —<br />
was launched by the Company<br />
in the summer. The apple cider<br />
is produced under a license from<br />
the Carlsberg Group. Somersby<br />
is a successful European brand<br />
that is sold in Denmark, Sweden,<br />
Norway, Belgium and Finland.<br />
Somersby is a naturally low<br />
alcohol content (4.7 %) beverage<br />
brewed from apple juice. Key<br />
cities for Somersby sales are<br />
St. Petersburg and Moscow.<br />
21
22<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
Awards<br />
Each year, <strong>Baltika</strong> presents its<br />
products at various Russian and<br />
international contests. Awards<br />
received by the Company are the<br />
best means to certify the highest<br />
quality of its products. The total<br />
number of awards received by the<br />
Company during the last decade<br />
totals more than 400.<br />
In April, the Company’s <strong>Baltika</strong> No. 8<br />
Wheat brand won the Silver Medal at the<br />
World Beer Cup international competition<br />
in Chicago (USA). The Company’s<br />
brands were prize winners many<br />
times over at prestigious competitions.<br />
In 2006, the Company’s <strong>Baltika</strong> No. 0<br />
Non-Alcoholic won the Silver Medal,<br />
while in 2008 <strong>Baltika</strong> No. 6 Porter<br />
was awarded a Bronze Medal.<br />
In July, the Company’s <strong>Baltika</strong> No. 8<br />
Wheat won the Silver Medal at the<br />
International Beer Challenge in London<br />
(Great Britain) in the “Wheat —<br />
Hefeweizen and Kristalweizen” category.<br />
<strong>Baltika</strong> No. 4 Original and <strong>Baltika</strong> No. 6<br />
Porter won the Bronze Medal in the<br />
“Viennese Lager” and “Baltic Porter<br />
and Russian Imperial Stout” categories<br />
respectively.<br />
Žatechý Gus Černý, a new corporate<br />
brand, won its first Gold Medal at the<br />
XII Moscow International Beer Festival.<br />
The brand was recognized as “The<br />
Best Dark Beer” by festival participants<br />
in the “Peoples’ Testing.” <strong>Baltika</strong> No. 3<br />
Classic was recognized as “The Most<br />
Popular” beer for the tenth time, while<br />
<strong>Baltika</strong> No. 0 Non-Alcoholic was named<br />
“The Best Non-Alcoholic Beer.”<br />
Kronenbourg 1664 was recognized<br />
as “The Best Licensed Beer”.
Brand Portfolio<br />
Each of these awards not only<br />
certifies the highest degree<br />
of professionalism of corporate<br />
brewers, but also demonstrates<br />
results achieved by the Company<br />
in upgrading its quality management<br />
system.<br />
<strong>Baltika</strong> No. 6 Porter was awarded the honorary<br />
title “The Best Baltic Porter in Europe”. The title<br />
was awarded at the end of July at the World<br />
Beer Awards international competition held<br />
in London (Great Britain).<br />
In November, <strong>Baltika</strong> No. 4 Original was named<br />
the best in the “Red and Amber Lager” category<br />
at the European Beer Star Awards (Nuremberg,<br />
Germany). The Company won the title for the<br />
third year in a row.<br />
Also in November <strong>Baltika</strong> No. 3 Classic and<br />
<strong>Baltika</strong> No. 7 Export won the titles of “The<br />
Best Domestic Brand” for the mainstream and<br />
premium price segments in the “Beer” category<br />
at the major “Good of the Year” competition.<br />
Tuborg brand was named the best in the “Beer:<br />
the licensed brand” category.<br />
23
financial Position
Financial Position<br />
In <strong>2010</strong>, an unprecedented<br />
increase in the excise duty for<br />
beer increased the selling price for<br />
products of brewing companies.<br />
The increase exceeded the inflation<br />
rate. This reduced the market<br />
as a whole, resulting in a decrease<br />
in the Company’s sales volumes.<br />
The Company mitigated this negative<br />
effect by upgrading the efficiency of all<br />
operations and maintaining a pricing<br />
strategy of gradual price increases<br />
throughout the year.<br />
Key Financial Performance<br />
Indicators<br />
<strong>2010</strong> 2009<br />
* Operating profit includes other incomes and is adjusted taking into account incomes<br />
and costs from participation in dependent companies.<br />
Change,<br />
<strong>2010</strong> / 2009<br />
Sales, million hectoliters 37.6 42.7 -12 %<br />
Net revenue, million rubles 79,307 93,720 -15 %<br />
Cost of sales, million rubles -34,162 -42,466 -20 %<br />
Gross profit, million rubles 45,145 51,254 -12 %<br />
Distribution expenses, million rubles -18,552 -19,150 -3 %<br />
Administrative expenses,<br />
million rubles<br />
-2,429 -2,529 -4 %<br />
Operating profit*, million rubles 23,631 29,618 -20 %<br />
Operating profit before depreciation,<br />
million rubles<br />
29,187 34,262 -15 %<br />
Profit for the year, million rubles 19,171 23,372 -18 %<br />
Operating margin, % 29.8 31.6 -1.8 p.p.<br />
Gross margin, % 56.9 54.7 +2.2 p.p.<br />
ROA, % 33.5 37.2 -3.7 p.p.<br />
ROE, % 42.9 46.5 -3.6 p.p.<br />
ROCE, % 43.9 50.8 -6.9 p.p.<br />
EPS, rubles 112.55 147.14 -23.5 %<br />
25
26<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
A substantial decrease in production and sales volumes<br />
due to the increased tax load and the effect of stocks<br />
accumulated by distributors resulted in negative dynamics for<br />
the Company’s financial performance indicators. However,<br />
despite the above, the Company managed to maintain high<br />
margin and demonstrated the ability to manage fixed costs<br />
in highly volatile market conditions. This was possible due<br />
to continually upgrading efficiency and exercising a high level<br />
of control over costs. For example, administrative expenses<br />
were cut by RUB 100 million during the reporting period.<br />
As with other positive effects, cost optimization was the<br />
result of efficiency increases and expanded outsourcing.<br />
This considerably decreased cost of sales compared with<br />
2009.<br />
Favorable prices for basic raw materials in H1 <strong>2010</strong> yielded<br />
good results, as barley and malt prices reached their lowest<br />
point in the last four years. Adverse weather conditions<br />
during the summer of <strong>2010</strong> (harvest ripening season)<br />
decreased the barley crop, which led to a sharp increase<br />
in barley and malt prices by the end of <strong>2010</strong>. This affected<br />
year-end profits.<br />
During <strong>2010</strong>, the Company<br />
continued to implement<br />
programs to increase<br />
operational efficiency, including:<br />
developing its own agricultural<br />
project, energy saving<br />
measures, expanding cross<br />
production, optimizing the use<br />
of the Company’s transportation<br />
vehicles, developing storage<br />
logistics and the direct delivery<br />
project, “Lean Production” and<br />
much more. Considerable<br />
investments were made<br />
into launching new products,<br />
promoting points of sales,<br />
strengthening the commercial<br />
infrastructure, upgrading IT<br />
management systems and<br />
implementing environmental<br />
projects.
Financial Position<br />
Liquidity and efficiency<br />
Due to high operating profit<br />
in <strong>2010</strong> and working capital<br />
optimization, as well as the<br />
implementation of the strategy<br />
for investing in priority projects,<br />
the Company accumulated<br />
a considerable volume<br />
of free cash flow, the major<br />
share of which was used for<br />
dividend payments according<br />
to a resolution adopted at the<br />
<strong>Annual</strong> General Shareholders<br />
Meeting. Dividends paid<br />
by the Company in <strong>2010</strong><br />
exceeded RUB 27 billion,<br />
of which RUB 21 billion<br />
were 2009 dividends and<br />
the rest — the interim <strong>2010</strong><br />
dividends. Temporarily free cash<br />
funds were used by the Company<br />
for short-term investments on the<br />
capital market.<br />
During <strong>2010</strong>, the Company<br />
continued to upgrade its working<br />
capital management system.<br />
Reducing the working capital / net<br />
revenue indicator more than two<br />
times demonstrates success<br />
in this field.<br />
Despite an increase in the<br />
excise component of receipts,<br />
the share of trade receivables<br />
was considerably reduced.<br />
The improved turnover in trade<br />
receivables can primarily be<br />
attributed to efficient interaction<br />
with the Company’s distributors<br />
and the maintenance of low<br />
overdue trade receivables in the<br />
traditional retail and on-trade<br />
channels.<br />
The deficit on the grain market<br />
(caused by poor grain crop) led<br />
to the establishment of reserve<br />
stocks of barley and malt to cover<br />
market risks, thereby influencing<br />
material stock levels as of the<br />
end of the year. However, the<br />
Company successfully<br />
implemented projects to upgrade<br />
supply chain management, which<br />
helped maintain sufficient stock<br />
throughout the year and reduced<br />
the average level considerably.<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
Trade working capital / net revenue, 2009 / <strong>2010</strong><br />
%<br />
6.3 %<br />
Trade<br />
working<br />
capital /<br />
Net<br />
revenue<br />
2009<br />
2.7 %<br />
-3.2 %<br />
Stocks Trade<br />
receivables<br />
-2.5 %<br />
Trade<br />
accounts<br />
payable<br />
Achieving strong results for optimizing working<br />
capital made it possible for the Company to focus on<br />
upgrading the quality of services for distributors while<br />
maintaining a sufficient stock of products in highly<br />
volatile demand conditions.<br />
Strengthening partner relationships with suppliers and<br />
implementing efficient financial instruments improved<br />
the turnover of trade accounts payable with no<br />
appreciable effect on the Company’s costs.<br />
Despite a considerable improvement in working capital<br />
efficiency and on-line investment management, the<br />
efficiency of the Company’s assets declined slightly<br />
due to the reduction in operating profit under the<br />
above-mentioned market conditions. It is worth noting,<br />
however, that the efficiecy of the Company’s assets<br />
is still higher than the industry average.<br />
3.3 %<br />
Trade<br />
working<br />
capital /<br />
Net<br />
revenue<br />
<strong>2010</strong><br />
27
Key Projects
Key Projects<br />
Logistics<br />
The Company has implemented<br />
cost cutting and efficiency<br />
improvement measures, including<br />
logistics, in <strong>2010</strong>. Compared with<br />
2009, specific storage and delivery<br />
costs per liter produced by the<br />
Company decreased 16 %.<br />
The effect was achieved as a result<br />
of corporate efforts to implement<br />
a series of measures to upgrade<br />
supply chain efficiency, including<br />
optimizing the use of corporate<br />
transportation vehicles, expanding<br />
cross production, that is producing<br />
different <strong>Baltika</strong> brands at different<br />
production facilities, upgrading the<br />
automated production planning<br />
system, moderating service<br />
providers’ prices and optimizing<br />
storage logistics.<br />
The most significant logistics<br />
projects include developing and<br />
launching an open electronic<br />
auction for purchasing delivery<br />
services using third-party motor<br />
transportation. The auction<br />
enabled the Company to hold<br />
down costs despite rising rates for<br />
transportation services. Another<br />
project involved implementing<br />
an open bidding system to repair<br />
the Company’s railway cars.<br />
This system improved supply<br />
agreement conditions. Another<br />
project entailed implementing<br />
a monitoring system for motor<br />
freight transport using the GPS<br />
system, which allowed the<br />
Company to control transportation<br />
route efficiency.<br />
Upgrading storage logistics<br />
continued throughout <strong>2010</strong>,<br />
including implementing numerous<br />
projects designed to upgrade<br />
operational efficiency at<br />
warehouses via standardization<br />
the Company’s accounting policy.<br />
A new project called “Regional<br />
Logistics” was launched, which<br />
involved carrying out audits of the<br />
organization of storage using in-<br />
house and third-party warehouses, optimizing the<br />
quantity, geographic location of storage facilities<br />
and warehouse operations. Implementation of the<br />
automated storage accounting system continued<br />
at the Company’s branch facilities. In <strong>2010</strong>,<br />
the WMS (Warehouse Management System)<br />
was implemented in both Yaroslavl and Khabarovsk.<br />
During <strong>2010</strong>, functions of the “Master of Planning”<br />
supply chain system were improved, with further<br />
widening of production geography.<br />
To upgrade management decision efficiency<br />
concerning logistics and enhancing control over<br />
logistics, a new IT tool, Business Intelligence (BI),<br />
was implemented. Implementing BI accelerated the<br />
response to changes and enabled the Company<br />
to analyze the performance of the logistics service,<br />
upgrading control over all links in the supply chain.<br />
All of the above-mentioned measures contributed<br />
to cutting logistics costs.<br />
29
30<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
Agricultural Project<br />
During the last six years, the<br />
Company has developed its<br />
own agricultural project, which<br />
is designed to ensure required<br />
brewing barley volumes, as well as<br />
to reduce raw material costs while<br />
maintaining high quality products.<br />
In addition, the project contributes<br />
to agricultural development and<br />
provides employment for more<br />
than 15 thousand people across<br />
Russia.<br />
In <strong>2010</strong>, abnormally hot and<br />
dry weather in numerous<br />
Russian regions resulted<br />
in a substantial decrease<br />
in the harvest of brewing barley<br />
suitable for brewing purposes<br />
both in Russia and abroad.<br />
The Company managed not<br />
only to maintain a greater<br />
share of its own barley, but<br />
also to further develop the<br />
agricultural project in these<br />
complex conditions. For example,<br />
an area was experimentally sown<br />
in Siberia and Far East. The<br />
Company’s cultivation areas are<br />
located practically all across the<br />
country, including areas in the<br />
Central, Central-Black Earth,<br />
Siberian and Far East regions.<br />
The Company actively uses the<br />
services of agricultural producers<br />
in the Central and Central-Black<br />
Earth regions. In <strong>2010</strong>, project<br />
participants included agricultural<br />
facilities in the Tula, Voronezh,<br />
Lipetsk, Ryazan, Tambov, Orel,<br />
Omsk and Amur Regions. The<br />
project has considerable upside<br />
potential in Siberia, the Urals and<br />
the Far East.<br />
In <strong>2010</strong> The Union of Russian<br />
Producers of Beer and Non-<br />
Alcoholic Beverages awarded<br />
the Order “For Services in the<br />
Development of the Beer Brewing<br />
Industry” to Vladimir Sukhonin,<br />
Head of the Department of<br />
Agricultural Projects Management<br />
of <strong>Baltika</strong> <strong>Breweries</strong>, for<br />
agricultural project development.<br />
On the whole, the project’s development has been<br />
successful, with an increase in the number of partner<br />
producer. Due to the agricultural project the Company<br />
optimized corporate purchases, as well as increased the<br />
interest of partner producers who receive stable purchase<br />
orders. The high quality of barley is realized thanks<br />
to a developed control system that is applied throughout<br />
the cycle, from seed stock to barley storage.<br />
The Russian Ministry of Agriculture awarded<br />
Ekaterina Azimina, <strong>Baltika</strong> Vice President for Finance<br />
and Economics, and Alexander Dedegkaev, <strong>Baltika</strong>’s<br />
Vice President for Supply Chain, with Letters of Merit<br />
for their long-standing work in this sphere of agricultural<br />
production.
Key Projects<br />
Quality Management System<br />
<strong>Baltika</strong> cares about its consumers and pays significant<br />
attention to product quality and safety.<br />
During the 1990s, <strong>Baltika</strong> was one of the first<br />
Russian companies to obtain the ISO 9001 Certificate<br />
of Quality.<br />
The Company implemented and maintains the operation<br />
of its Quality Management System (QMS), which enables<br />
the standardization, unification and regulation of key<br />
processes. QMS is a flexible system that ensures the<br />
efficient operation of facilities. The system is being<br />
continuously improved, taking into account Russian and<br />
foreign requirements, as well as changes in business<br />
processes.<br />
In 2009, the Company developed and implemented a Food<br />
Products Safety Management System (FPSMS) at its<br />
St. Petersburg facility. FPSMS development involved<br />
describing the product (beer) production process, the<br />
training of involved employees and performing internal<br />
audits. By the end of the year, the FPSMS at the<br />
St. Petersburg facility was certified as complying with the<br />
ISO 22000:2005 international standard (GOST P ISO<br />
22000-2007), based on НАССР (Hazard Analysis and<br />
Critical Control Points) principles. The inspection audit<br />
was performed by the certifying authority in <strong>2010</strong>.<br />
Currently, the Food Products Safety Management System<br />
is being implemented at other corporate production<br />
facilities.<br />
International standards certification is voluntary. It<br />
confirms that the Company’s operations are based on best<br />
international practices used to maintain and upgrade the<br />
quality and safety of products and business processes.<br />
The Company wrapped up implementing the Laboratory<br />
Information Management System (LIMS) in all corporate<br />
branches in <strong>2010</strong>. LIMS replaced the previous information<br />
management system, ensuring greater functionality and<br />
flexibility. The new system is just a stage in implementing<br />
a new automated lot accounting system (an accounting<br />
method according to which each lot of goods documented<br />
by one and the same document is stored in individual<br />
packages). The main LIMS functions are to process<br />
and store test result data and to communicate the<br />
data to involved departments. LIMS ensures the quick entry,<br />
analysis, storage and management of laboratory data,<br />
enabling personnel to check test results for compliance with<br />
corresponding regulatory documents and specifications<br />
and to monitor test results in real time throughout the<br />
entire production process, from raw material entry to the<br />
production of finished goods. In addition, the system can be<br />
integrated with other automated systems to facilitate the<br />
solution of tasks for the facility as a whole.<br />
Additional enhancement of LIMS functions and features,<br />
including integration with the Company’s data systems,<br />
is planned for 2011.<br />
31
32<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
Efficiency Improvement Programs<br />
“Lean Production”<br />
The Company continues to develop its “Lean Production”<br />
project intended to minimize all types of costs. In <strong>2010</strong>,<br />
<strong>Baltika</strong> introduced project technologies, including:<br />
Tagging, Value Stream Mapping, Kaizen-blitz (Rapid<br />
Improvement Process), Total Production Maintenance<br />
and the Single Minute Exchange of Dyes. Changeover<br />
time is a vital factor for any company looking to build<br />
its production based on just-in-time manufacturing and<br />
economic lot size concepts. Rapid changeover is a way<br />
to convert equipment to run different products and avoid<br />
storing unusable stock at the Company’s warehouse.<br />
In <strong>2010</strong>, the economic benefit of implementing only<br />
one Single Minute Exchange project in the Company’s<br />
bottling room during one peak season month totaled<br />
RUB 30 million. Streamlining production flows, reducing<br />
losses from stock and materials and increasing production<br />
rates and the performance of bottling lines under projects<br />
ensured significant cost saving.<br />
“Your Idea Works!”<br />
The “Your Idea Works!” project is three years old.<br />
The project is designed to search for and implement<br />
ideas suggested by <strong>Baltika</strong>’s employees. The goal of the<br />
project is to implement production process improvements<br />
which do not require global changes and/or investments.<br />
During the reporting period, the number of ideas received<br />
from corporate employees exceeded 400. In the mediumterm,<br />
potential savings from the suggested ideas could<br />
total approximately RUB 80 million per year.<br />
“Business Excellence Fund”<br />
In <strong>2010</strong>, the “Got an Idea!” motivational program for the<br />
sales department was further developed to become the<br />
“BEF” or “Business Excellence Fund.” This program<br />
collects the best ideas suggested by the Company’s<br />
employees related to implementing new standards<br />
of brand activation at points of sale, that are suitable for<br />
subsequent integration into daily practices.<br />
“The Master of Planning”<br />
A cross-functional automatic system called “The Master<br />
of Planning” is used within the framework of the<br />
Company’s initiative to upgrade operational efficiency. The<br />
system distributes volumes among branches based on<br />
forecast demand and numerous other factors, including<br />
supply, production, logistics and sales. “The Master<br />
of Planning” allows costs related to the purchase of raw<br />
materials, production and product delivery along the entire<br />
supply chain to be optimized.<br />
Investments<br />
In <strong>2010</strong>, total corporate<br />
investments stood at<br />
RUB 2.9 billion.<br />
Major investments were channeled<br />
at launching and supporting new<br />
products, commercial infrastructure<br />
and information technologies<br />
improvements and were targeted<br />
at efficiency upgrading and cutting<br />
costs. Investment projects included<br />
constructing new grain storage<br />
and renovating the existing one,<br />
as well as numerous environmental<br />
projects. The project for inhouse<br />
water supply provisions<br />
(artesian drinking water) at the<br />
Company’s facility in Yaroslavl<br />
was implemented, thus enabling<br />
the Company to reduce costs and<br />
to start the production of the new<br />
product — Zhivoy Ruchey drinking<br />
water.<br />
Constructing Grain Storage<br />
in Khabarovsk<br />
The Company began implementing<br />
a project that involved constructing<br />
a 3,200-ton grain storage facility<br />
in Khabarovsk in <strong>2010</strong>. In-house<br />
facilities for malt and barley<br />
storage will allow the Company<br />
to upgrade grain quality control<br />
and cut costs associated with<br />
leasing third-party storage facilities.<br />
Construction related to the<br />
assembly and installation of silos<br />
was wrapped up in <strong>2010</strong>.
Key Projects<br />
Renovating Grain Storage<br />
in Voronezh<br />
Renovating the existing<br />
grain storage involves replacing<br />
the intake plant, the tower, the<br />
head-house and basement<br />
equipment to receive and offload<br />
grain in compliance with industrial<br />
safety requirements.<br />
The Artesian Well in Yaroslavl<br />
The Company surveyed operations<br />
in numerous Russian regions<br />
to find water that has an optimal<br />
and balanced natural chemical<br />
composition, suitable for producing<br />
a new drinking water called Zhivoy<br />
Ruchey. The water produced from<br />
the artesian well developed at<br />
the <strong>Baltika</strong>-Yaroslavl production<br />
facility meets these requirements<br />
perfectly. The water produced<br />
from a depth is subject to multistage<br />
treatment including fine<br />
purification using nanometric filters<br />
which preserve the water’s natural<br />
mineralization.<br />
On-line Scheduling of Filling<br />
Shops<br />
The integrated development<br />
of information systems for the<br />
Operations Division involves<br />
implementing on-line scheduling<br />
for filling shops. In <strong>2010</strong>, on-line<br />
scheduling was implemented at<br />
the Company’s production facilities<br />
in Rostov-on-Don, Tula and<br />
Chelyabinsk. On-line scheduling<br />
is a part of MES (Manufacturing<br />
Execution System) and involves<br />
acquiring data and organizing<br />
the operation of filling shops,<br />
including equipment and software.<br />
Scheduling allows monitoring<br />
filling shops, thus providing<br />
an opportunity to upgrade the<br />
management efficiency of ships.<br />
Utilizing data acquired from on-line<br />
scheduling increased production<br />
equipment efficiency. On average,<br />
efficiency increased 3 %.<br />
Decanting Equipment<br />
Balancing economic, social and environmental<br />
factors, while making managerial decisions, is one<br />
of the Company’s key principles. The Company<br />
invests considerable amounts in energy-saving<br />
technologies and lessening the impact of equipment<br />
on the environment. In <strong>2010</strong>, decanting equipment<br />
was installed at the Company’s production facilities<br />
in St. Petersburg, Voronezh and Chelyabinsk.<br />
Equipment for dewatering kizelgur (the material used<br />
to filter beer) was installed within the framework of the<br />
Company’s environmental program. New decanting<br />
equipment will lessen environmental impact by<br />
reducing the volume and mass of wasted kizelgur,<br />
which can be used as raw material in other production<br />
processes.<br />
Launching a New Canning Line at the <strong>Baltika</strong>-<br />
Rostov Production Facility<br />
A new canning line at the <strong>Baltika</strong>-Rostov production<br />
facility was installed and commissioned in <strong>2010</strong>. The<br />
economic effect and production capacity of the new<br />
line were calculated using “The Master of Planning”<br />
system. The production capacity of the new line<br />
is 60 thousand half-liter cans and 30 thousand liter<br />
cans per hour. Launching the line in Rostov will<br />
decrease delivery costs and broaden the range<br />
of products produced at the facility. Canned beer<br />
produced at the <strong>Baltika</strong>-Rostov production facility<br />
can be exported to Ukraine, Transcaucasia and<br />
Turkmenistan. The products will also be sold in the<br />
South of Russia.<br />
Bio-gas in Samara and Yaroslavl<br />
To support Russia’s energy-saving policy and<br />
to upgrade power consumption efficiency, the<br />
Company implemented an environmental project<br />
that uses bio-gas as boiler fuel. The project<br />
was implemented in <strong>2010</strong> at two of the Company’s<br />
production facilities in Samara and Yaroslavl.<br />
It is assumed that using bio-gas will cut natural<br />
gas consumption by 10 % per annum. The first bio-gas<br />
project was realized in 2008 at <strong>Baltika</strong>-Khabarovsk.<br />
33
34<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
Sales Development<br />
In <strong>2010</strong>, the Company’s Sales<br />
Division was re-organized<br />
partly due to centralizing sales<br />
channel management. A separate<br />
department was launched to deal<br />
with key national customers.<br />
Within the division, the regional<br />
sales structures were also<br />
individualized.<br />
In addition, the 1 st stage<br />
of the planned changes<br />
in trade marketing function<br />
was completed and the function<br />
was renamed as “Trade Channel<br />
Marketing.” The transformation<br />
was designed to ensure<br />
a new quality of management<br />
at points of purchase*, based<br />
on a deeper understanding<br />
of buyers’ motivation, and to take<br />
this motivation into account,<br />
depending on specific sales<br />
channels.<br />
The first stage of the<br />
transformation included developing<br />
long-term strategies for each<br />
trade channel, optimizing the<br />
principles and processes of crossfunctional<br />
planning for promotional<br />
campaigns, establishing standards<br />
for the activating brands at points<br />
of sale and training key employees<br />
on new operating principles.<br />
Additional transformation will<br />
involve upgrading buyer relations<br />
and synchronizing the operation<br />
of all commercial functions, as well<br />
as increasing the quality coverage<br />
of activations.<br />
The most recent year was marked<br />
by the addition of a significant<br />
number of non-beer beverages<br />
to the Company’s portfolio.<br />
To introduce new beverages<br />
to the market, a special model<br />
was developed, which ensures the<br />
balanced development of both beer<br />
and non-beer segments.<br />
* The point-of-purchase, or POP is the point where a buyer<br />
decides to buy this or that product, brand or package.<br />
The on-trade channel segment was actively developed,<br />
which led to the Company’s record-breaking<br />
performance — with sales growth exceeding 13 %<br />
in 2009. Employees of the on-trade channel continued<br />
to communicate about the Company’s brands in the<br />
HoReCa segment, by developing new segmentation<br />
of the retail trade, which will improve visualization of the<br />
<strong>Baltika</strong> brands for the channel’s target consumers.<br />
During the year, 4,316 <strong>Baltika</strong> employees, including top<br />
managers, participated in “<strong>Baltika</strong>’s Landing Party” action.<br />
This Program was organized by the Company to assist<br />
“field” employees in the sales department during high<br />
season and to share experience.<br />
On November 2 nd , <strong>2010</strong>, the Company received the<br />
“Supplier of St. Petersburg” award for its contribution<br />
to developing the consumer market from the City<br />
Government.
Key Projects<br />
Professional Awards<br />
The Company’s achievements<br />
in personnel management<br />
were recognized with two<br />
awards in fall <strong>2010</strong>. The<br />
Company was awarded the<br />
<strong>2010</strong> PEOPLE INVESTOR<br />
Prize in the “HR Management”<br />
category for its motivational<br />
programs “Your Idea Works!”<br />
and “I’ve Got an Idea!” The<br />
Company also won “The Best<br />
HR Project” contest in “The Best<br />
Innovative Project” category,<br />
for its “PEAK” and “Challenge”<br />
programs. These career<br />
development and continuity<br />
programs were recognized for<br />
being implemented in the best<br />
possible manner.<br />
Investments in Personnel<br />
Continually developing competencies and<br />
upgrading personnel’s occupational skills<br />
constitutes one of the Company’s strategic<br />
goals. The Corporate University of <strong>Baltika</strong> (CUB)<br />
was established in <strong>2010</strong> based on best practices<br />
in personnel development and training. The<br />
University is intended to offer a complex approach<br />
to corporate development, and to implementing<br />
a development culture in which each employee<br />
is not only aware of the importance of continuous<br />
development, but also uses every development<br />
opportunity provided by the Company. The CUB<br />
departments listed below integrate support and<br />
development tools, career planning and continuity,<br />
as well as training programs for employees across<br />
all levels.<br />
The Leadership and Management Department<br />
supports developing and training managers<br />
across all levels. The Department provides career<br />
development, continuity and managerial skills<br />
programs. Consulting services on managerial<br />
issues are also included in the curriculum.<br />
The Business Skills Department facilitates<br />
upgrading business skills, including: negotiating<br />
and project management, etc. The Department<br />
offers not only training courses, but also programs<br />
for the improving English language skills, as the<br />
language is in greater demand among employees<br />
due to the growing number of international<br />
projects.<br />
The Production and Engineering Department<br />
facilitates professional development in production<br />
and engineering, using mentoring and knowledgetransfer<br />
techniques.<br />
The Occupational Department supports the<br />
development of specific knowledge, such<br />
as finance and information technology, providing<br />
trainees with basic knowledge in related fields.<br />
There is also a Sales Success Department, which<br />
offers training opportunities for employees in the<br />
sales department. These opportunities include field<br />
training and special professional advancement<br />
programs.<br />
To support development, corporate employees<br />
are offered different competency assessment<br />
methods. To identify the strong sides and areas for<br />
development of the Company’s personnel, the<br />
Company uses the following assessment<br />
techniques: annual performance assessment<br />
(mandatory for all employees), assessment and<br />
development centers, “360-degree” assessment.<br />
All these specific methods ensure a complex<br />
approach to development and career planning.<br />
35
Corporate Social<br />
Responsibility
The Company’s philosophy is based on<br />
a “We are engaged with society” principle.<br />
<strong>Baltika</strong> contributes to societal development<br />
and environmental protection by introducing<br />
business practices that follow corporate social<br />
responsibility (CSR) principles.<br />
In May 2008, Carlsberg Group companies, which<br />
include <strong>Baltika</strong>, signed on to the United Nations<br />
Global Compact* which stipulates ten principles<br />
of sustainable and responsible development<br />
businesses. These principles are reflected<br />
in the Carlsberg Group CSR Policy, which<br />
was approved in <strong>2010</strong>. The Policy covers the<br />
following key areas:<br />
Personnel and human rights;<br />
Labor protection;<br />
Environment;<br />
Marketing communication;<br />
Community engagement;<br />
Business ethics.<br />
Corporate Social Responsibility<br />
In <strong>2010</strong>, <strong>Baltika</strong> reviewed corporate documents<br />
related to CSR to make them consistent with<br />
Carlsberg Group Policy and developed and<br />
approved <strong>Baltika</strong>’s own CSR policies.<br />
<strong>Baltika</strong>’s CSR strategy was introduced on<br />
a systemic level and covers all business areas,<br />
from resource conservation to development<br />
a culture of responsible drinking.<br />
* The United Nations Global Compact,<br />
which was launched in July 2000,<br />
is both a political platform and a practical<br />
framework for businesses committed<br />
to sustainable development and<br />
responsible relationships in the business<br />
environment. As an initiative to upgrade<br />
the quality of corporate governance<br />
approved by corporate CEOs, it is focused<br />
on pursuing the universal consistency<br />
of business activities and strategies<br />
with ten universally accepted principles<br />
in the areas of human rights, labor, the<br />
environment and anti-corruption efforts.<br />
Personnel and Human Rights<br />
We value our employees, because they are at the<br />
heart of our success. The Company strives to create<br />
conditions which enable its employees to develop their<br />
skills to the fullest degree in an open and creative working<br />
environment.<br />
Social Partnership<br />
Corporate labor relations are based on respect and<br />
commitment to employees’ rights in accordance with<br />
social partnership principles.<br />
In 2007, <strong>Baltika</strong> established the Personnel Council,<br />
which is a body that represents the interests of all<br />
employees and enables them to be engaged in the<br />
Company’s social policy management. At the initiative<br />
of the Council and with the involvement of members<br />
of primary trade union bodies, the Company signed<br />
its collective bargaining contract in July 2008, which<br />
governs corporate social and labor relations, establishes<br />
mutual obligations for employees and the administration<br />
and expands employment guarantees for a three-year<br />
period. The main provisions of said contract are related<br />
to compensation packages, work and vacation time,<br />
conditions and labor protection.<br />
Last year, the Company began to develop a new version<br />
of its collective bargaining contract that will be concluded<br />
in 2011 when the existing contract expires.<br />
Compensation and Benefits Package<br />
The salary level at <strong>Baltika</strong> is one of the highest in the<br />
industry with the well-balanced compensation package.<br />
This enables the Company to attract highly-skilled<br />
personnel and provide good remuneration to employees.<br />
In <strong>2010</strong>, the average employee’s remuneration package<br />
increased 8 %.<br />
The compensation package includes a wide range<br />
of benefits and compensation, such as:<br />
Voluntary health insurance;<br />
Life and accident insurance;<br />
Free meals at the Company’s canteens or meal<br />
compensation for employees who are travelling on<br />
business;<br />
Financial benefits in the case of marriage, the birth<br />
of a child, anniversary dates or retirement; and<br />
Additional payments for illnesses, travelling expenses<br />
and other reasons.<br />
37
38<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
<strong>Baltika</strong> branches operate fitness centers outfitted with<br />
sophisticated workout facilities, saunas and swimming<br />
pools. The Company leases gym halls and football fields<br />
for its personnel and hosts various sporting events.<br />
<strong>Baltika</strong> owns a holiday center in the Leningrad Region<br />
providing year-round service, including a multipurpose<br />
fitness and entertainment complex. The<br />
complex runs a food production facility fitted with the<br />
most sophisticated kitchen and technical appliances<br />
that caters to 200 people, a 24-meter swimming<br />
pool with an up-to-date water treatment system, four<br />
saunas with mini swimming pools, a workout facility and<br />
a gymnasium.<br />
<strong>Baltika</strong> employees participate in numerous federal<br />
sporting events, including: “Ski Track of Russia,”<br />
an open mass cross-country skiing race, and city sports<br />
tournaments. In April <strong>2010</strong>, the Krasnoyarsk branch<br />
team won the City Cup in the mini-football championship<br />
for the Nevsky District Council of Industrialists and<br />
Entrepreneurs of St. Petersburg. During the reporting<br />
period, more than 1,000 <strong>Baltika</strong> employees participated<br />
in sporting events.
Corporate Social Responsibility<br />
Labor Protection<br />
<strong>Baltika</strong> is committed to ensuring<br />
the job safety of all corporate<br />
employees and contractors and<br />
is responsible for meeting high<br />
labor production standards.<br />
In <strong>2010</strong>, to monitor compliance<br />
with legal requirements in the<br />
areas of labor, industrial and<br />
fire safety and civil defense, the<br />
Company introduced the socalled<br />
“mutual audit” system,<br />
which are audits performed by the<br />
Company’s branch employees<br />
in other branches. In addition, the<br />
Company developed performance<br />
indicators to assess compliance<br />
with labor protection regulations,<br />
reviewed standards of providing<br />
free work clothes, work boots and<br />
other individual protective gear<br />
to employees and established the<br />
self-assessment system to ensure<br />
compliance with labor protection<br />
regulations. The Company<br />
regularly evaluates job safety rules<br />
compliance by its employees and<br />
holds integrated job safety days.<br />
Production shops are fitted with<br />
hi-tech equipment that regularly<br />
controls technical conditions.<br />
Work places are outfitted with<br />
sophisticated office equipment,<br />
and the production and office<br />
environments are monitored<br />
for lighting, dust content, noise,<br />
ventilation and other indicators.<br />
Employees receive free work<br />
clothes and boots, individual<br />
protective gear, detergents and<br />
disinfectants and drinking water.<br />
Environment<br />
<strong>Baltika</strong> meets Russian environmental regulation<br />
requirements, national environmental standards and the<br />
provisions of its in-house environmental policy, which were<br />
developed in accordance with CSR Policy.<br />
Under its Environmental Policy, the Company aims<br />
to “optimize natural resources consumption and use<br />
environmentally-friendly products, materials and<br />
technologies.”<br />
Key areas of corporate activity related<br />
to the environment:<br />
Minimize environmental impact;<br />
Upgrade waste treatment; and<br />
Efficiently utilize resources.<br />
39
40<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
Environmental Management<br />
In <strong>2010</strong>, the Company began preparations to receive<br />
ISO 14001, an international environmental management<br />
certificate. As part of the preparation process,<br />
<strong>Baltika</strong> established special working groups to implement<br />
the environmental management system (EMS), developed<br />
a range of internal regulations and guidelines and<br />
identified and assessed environmental issues. ISO 14001<br />
will certify that the Company efficiently implements its<br />
environmental management system which prevents risks<br />
related to environmental impact. The Company carried<br />
out so called “mutual audits” to control environmental<br />
regulation compliance in the spheres of labor protection,<br />
industrial and fire safety and civil defense.<br />
Returnable Bottle Project<br />
The Company looks to optimize<br />
the utilization and processing<br />
of packaging materials<br />
to minimize environmental<br />
impact. To increase the<br />
share of returnable bottles<br />
in the <strong>2010</strong> production<br />
process, the Company<br />
continued to implement its<br />
Returnable Bottle Project.<br />
During the reporting period,<br />
the share of returnable bottles used for production<br />
purposes amounted approximately 36 %. The Company<br />
developed and offered its vendors a special targeted<br />
program focused on turn-in points located in different<br />
Russian regions to up bottle collection. As a result, the<br />
number of glass bottle centers increased 30 % compared<br />
with 2009.<br />
Energy Efficiency<br />
Energy efficiency<br />
is an important component<br />
of <strong>Baltika</strong>’s environmental policy.<br />
The Company undertakes different<br />
efforts to upgrade energy efficiency,<br />
including projects involving<br />
alternative energy source usage.<br />
In 2002–2003, the Company’s<br />
breweries in St. Petersburg and<br />
Rostov-on-Don commissioned their<br />
own thermal power plants which<br />
allowed them to partially meet their<br />
internal demand for electric and<br />
thermal power. In 2009, the <strong>Baltika</strong>-<br />
Khabarovsk branch installed a solar<br />
battery system to heat the fitness<br />
center for corporate employees.<br />
Bio-fuel is widely used in Europe<br />
as an alternative energy source.<br />
In Russia, this technology<br />
was first implemented at the<br />
<strong>Baltika</strong>-Khabarovsk plant which put<br />
into operation a unit to burn biofuel<br />
produced by sewage treatment<br />
facilities. In <strong>2010</strong>, the project to use<br />
bio-fuel as a boiler house fuel<br />
was also implemented at <strong>Baltika</strong>’s<br />
Samara and Yaroslavl plants. These<br />
projects will minimize environmental<br />
impact and conserve natural gas.<br />
As part of the <strong>2010</strong> energy efficiency<br />
program, <strong>Baltika</strong> has developed<br />
“Leadership Energy,” a special<br />
domestic program aimed at reducing<br />
costs both in primary production<br />
and energy production that<br />
looks to promote efficient energy<br />
resource usage by its employees.<br />
In <strong>2010</strong>, the Company collected<br />
more than 400 proposals<br />
to upgrade energy efficiency from<br />
300 employees involved in the<br />
program; most of these proposals<br />
are now being implemented.
Corporate Social Responsibility<br />
In 2009–<strong>2010</strong>, for energy efficiency<br />
purposes, three of the Company’s<br />
plants (in Rostov-on-Don,<br />
St. Petersburg and Tula) installed<br />
systems for monitoring, measuring<br />
and managing energy resources<br />
which enable them to meet the<br />
challenges of the Company’s<br />
energy use management and<br />
ensure continuous energy saving<br />
and cost reduction.<br />
The automated monitoring,<br />
measuring and managing system<br />
for energy resources is designed<br />
to collect, process, maintain and<br />
display data on consumed energy<br />
resources and enables the<br />
Company to meet the following<br />
challenges:<br />
making the collecting, processing and storing<br />
of data from local measuring stations automatic;<br />
monitoring delivered and used energy resources;<br />
engaging in the technical record-keeping and review<br />
of energy use; and<br />
integrating existing energy measuring systems<br />
in a single information space.<br />
The Company plans to install these systems at all of its<br />
other production sites, putting them into operation and<br />
introducing an operational planning system for its own<br />
energy resources.<br />
In <strong>2010</strong>, <strong>Baltika</strong> joined the non-commercial partnership<br />
“Association of Buyers in the Wholesale and Retail Electric<br />
Power (Capacity) Markets,” which protects the interests<br />
of large power consumers and participates in dialogue<br />
between the business community and governmental<br />
authorities.<br />
41
42<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
Total volume of energy resources used by <strong>Baltika</strong> in <strong>2010</strong><br />
in physical and monetary terms<br />
Resource type Unit Volume Cost, RUB<br />
Electric power kWh 385,509,751 659,642,692<br />
Gas thousand m3 125,190 378,544,529<br />
Diesel fuel Tons 10,594 162,849,260<br />
Oil fuel Tons 3,866 56,531,472<br />
Bio-fuel thousand m3 1,154 0<br />
Thermal energy MW 1,113,525 585,414,326<br />
Gasoline liters 3,902,664 75,007,561<br />
Gas for loaders<br />
(propane)<br />
Kg 2,018,803 35,650,764<br />
TOTAL 1,953,640,604<br />
For its contribution<br />
to efficient energy use,<br />
<strong>Baltika</strong> received the <strong>2010</strong><br />
“Save Energy!” national<br />
award, which was launched<br />
by the Moscow Government<br />
and sponsored by the<br />
Russian Ministry of Energy<br />
and the Russian Energy<br />
Agency, and was nominated<br />
for “The best corporate<br />
energy efficiency project” for<br />
successfully implementing<br />
projects to use alternative<br />
energy sources, as well<br />
as for its efforts to upgrade<br />
energy efficiency.
Corporate Social Responsibility<br />
Earth Hour<br />
For two years now, employees of all of <strong>Baltika</strong>’s<br />
breweries from St. Petersburg to Khabarovsk<br />
have been involved in Earth Hour, a World<br />
Wildlife Fund awareness campaign. The<br />
international campaign is aimed at attracting<br />
public attention to the issues of global warming<br />
and climate change. During this event,<br />
supporters abstain from using electricity for one<br />
hour to reduce greenhouse gas emissions.<br />
Campaigns Involving City Residents<br />
Not only does <strong>Baltika</strong> fund large-scale<br />
environmental programs, such as constructing<br />
treatment plants and using alternative energy<br />
sources, but it also hosts environmental<br />
awareness campaigns for city residents —<br />
enabling them to contribute to environmental<br />
improvement and to upgrade living standards.<br />
In <strong>2010</strong>, Rostov-on-Don held its fourth social<br />
contest for the best yard improvement plan “My<br />
Favorite Yard.” Participants cleaned city yards<br />
and participated in the voluntary clean-up of the<br />
Chukovsky City Park. <strong>Baltika</strong>’s Chelyabinsk<br />
branch participated in the city target program<br />
“Yard-<strong>2010</strong>” to develop children’s playgrounds<br />
around the city. Forty young apple trees<br />
were planted in the Krasnoyarsk City Park<br />
to commemorate the 135 th anniversary of the<br />
Company’s brewery in Krasnoyarsk. Chelyabinsk<br />
holds a regular campaign to remove trash from<br />
the Miass River — volunteers and professional<br />
divers cleaned up the river bed and its<br />
embankments. Garbage bins designed by the<br />
Company’s employees and students from the<br />
city’s Institutes of Architecture were installed<br />
in Novosibirsk’s Zayeltsovsky Park as part of the<br />
“Clean City Park” program. In Yaroslavl, the<br />
Company sponsored the city contest “Yaroslavl<br />
in Flowers” to commemorate the city’s 1,000 th<br />
anniversary.<br />
“Zhivoy Ruchey to Wildlife”<br />
In August and September of <strong>2010</strong>, the<br />
Zhivoy Ruchey (Life Spring) water brand<br />
hosted an environmental campaign in six<br />
Russian cities. More than 420 volunteers<br />
participated in the campaign and cleaned the<br />
banks of water reservoirs in Moscow, Yaroslavl,<br />
Voronezh, St. Petersburg, Rostov-on-Don and<br />
Samara. Approximately 120 tons of trash were<br />
collected and removed.<br />
43
44<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
Marketing<br />
Communication<br />
The Company undertakes<br />
different efforts to promote<br />
responsible consumption and<br />
voluntarily assumes self-regulation<br />
responsibilities from the Union<br />
of Russian Brewers.<br />
Code of Business<br />
Communication for<br />
Russian Brewers<br />
On March 30 th , <strong>2010</strong>, at the<br />
<strong>Annual</strong> General Meeting<br />
of the Union of Russian Brewers,<br />
representatives from small-,<br />
medium- and large-sized<br />
Russian breweries approved the<br />
Code of Business Communication,<br />
a document that stated existing<br />
and future brewers’ approaches<br />
to advertising. <strong>Baltika</strong> was one<br />
of the initiators of the Code.<br />
The Code both emphasizes<br />
the strict observance of the<br />
applicable Law on Advertising and<br />
proposes additional and voluntary<br />
restrictions for promoting brewery<br />
products. For example, brewers<br />
shall not use any slang directed<br />
at minors, position the alcoholic<br />
strength of a beer as an advantage<br />
for any beer brand, state that low<br />
alcohol beers help avoid the abuse<br />
of beer and shall prohibit the sale<br />
of beer to minors at public events.<br />
The Special Supervisory Board<br />
consisting of independent<br />
experts shall monitor compliance<br />
with provisions of the Code<br />
of Business Communication. The<br />
Supervisory Board is headed by<br />
Natalia Fonareva, Chairman of the<br />
Russian Chamber of Commerce<br />
and Industry on business<br />
regulation and one of the authors<br />
of the Russian Law on Advertising.<br />
Warning Notice on Packing<br />
Subject to applicable Russian laws, all beer<br />
advertising and promotional materials shall carry<br />
warning notices of the risks associated with abusing<br />
beer. President Dmitry Medvedev in his Instructions<br />
to the Russian Government proposed extending<br />
legal requirements to include consumer packaging<br />
of alcohol products and low-alcohol beverages,<br />
beer and beer-based beverages. The Union<br />
of Russian Brewers proposed that brewing<br />
companies voluntarily put warning notices on beer<br />
packaging without waiting for the relevant legal<br />
requirement.<br />
The brewery companies, members of the Union<br />
of Russian Brewers, including <strong>Baltika</strong> <strong>Breweries</strong>,<br />
which had approved the above decision started<br />
to distribute products carrying the warning notice<br />
for risks associated with abusing beer on packaging<br />
as of June 1 st , <strong>2010</strong>. The notice must cover at<br />
least 10 % of a bottle label or the surface-side<br />
of a can and carry warnings of the harm from<br />
beer abuse, as well as a sign “18 — Selling beer<br />
to minors is prohibited” designed and approved by<br />
the Union of Russian Brewers.
Corporate Social Responsibility<br />
Community Engagement<br />
Caring for communities is one<br />
of the basic principles of the<br />
Company’s operations. We are<br />
aware of the impact that we<br />
have on local communities<br />
in which we operate, as well<br />
as our opportunities to cooperate<br />
with them. Therefore, we take<br />
responsibility for making a positive<br />
contribution to these communities’<br />
development.<br />
Beer Patrol<br />
In <strong>2010</strong>, <strong>Baltika</strong> continued<br />
implementing its social project<br />
“Beer Patrol,” which was originally<br />
launched in 2008. The Project<br />
looks to pursue public control<br />
over complying with the law that<br />
prohibits beer sales to minors.<br />
Public inspections are carried<br />
out at all public events hosted by<br />
<strong>Baltika</strong> and in all retail outlets.<br />
In 2009, the Company carried<br />
out inspections to prevent the<br />
improper and negligent conduct<br />
of sellers in 24 Russian cities,<br />
including: Astrakhan, Voronezh,<br />
Volgograd, Yekaterinburg,<br />
Ivanovo, Krasnodar, Krasnoyarsk,<br />
Lipetsk, Moscow, Novomoskovsk,<br />
Novosibirsk, Penza, Omsk,<br />
Rostov-on-Don, Samara,<br />
St. Petersburg, Sochi, Stavropol,<br />
Tambov, Tula, Ufa, Khabarovsk,<br />
Chelyabinsk, Yaroslavl and<br />
Alma-Aty in Kazakhstan. In <strong>2010</strong>,<br />
Belarus and three additional<br />
Russian cities — Kaluga, Kursk<br />
and Orel — also joined the project.<br />
In 2009–<strong>2010</strong>, the Company<br />
conducted 80 raids and inspected<br />
approximately 1,000 retail outlets<br />
and reported violations in roughly<br />
one third of them.<br />
Beer Patrol is expanding its geographic coverage,<br />
increasing the number of program participants and<br />
shifting the emphasis on the Company’s involvement<br />
in the project. The Company acts less as an inspections<br />
organizer and more as an expert assisting in the<br />
supervision and public organization of efforts to combat<br />
legal violations. In <strong>2010</strong>, the Company sponsored the<br />
Public Control initiative in Yekaterinburg, Civil Patrol<br />
in Samara and Public Control raids in the Southern<br />
Federal Region towns.<br />
Project efforts include putting up a special sign “Are you<br />
18? Prove that!” in retail outlets, as well as educating<br />
sales personnel about necessary steps to check a buyer’s<br />
age. These efforts are preventive in nature and enable<br />
the Company to reduce the amount of unauthorized beer<br />
sales to persons under the age of 18.<br />
Are you 18? Prove it! The sale of beer to minors is prohibited. It’s the low!<br />
You can show your passport, driving license or student card<br />
45
46<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
The Culture of Responsible Drinking<br />
In addition to the brewing history museum in Krasnoyarsk,<br />
the Company opened a new museum at the<br />
<strong>Baltika</strong>-St. Petersburg plant in <strong>2010</strong>.<br />
The opening ceremony for the Brewing History<br />
Museum in St. Petersburg coincided with <strong>Baltika</strong>’s 20 th<br />
anniversary on June 17 th , <strong>2010</strong>. The Museum has six<br />
main sections. Visitors can learn about the history<br />
of brewing starting in Ancient Egypt and can take a look<br />
at a Russian cabin and learn about Russian brewing<br />
traditions and its role in peasants’ life. The section on<br />
Russian brewing traditions reconstructs the atmosphere<br />
of a St. Petersburg dive in the late 19 th – early 20 th century<br />
(the Russian dive is a bar that sells porter). The display<br />
includes a collection of decorative art objects, a unique<br />
collection of beer bottles, brewers’ appliances and<br />
one of Russia’s largest collections of hutter stoppers<br />
manufactured in Germany more than 100 years ago<br />
(which have a high historical and artistic value). The<br />
Soviet period is represented by a traditional 1970s beer<br />
tank. The contributions of the Carlsberg and the Jacobsen<br />
family, founders of the Danish brewing industry, to the<br />
development of the brewing industry, science and art are<br />
represented in the section devoted to European brewing.<br />
The museum exhibition includes the history of <strong>Baltika</strong>.<br />
Visitors can see how the plant looked 20 years ago,<br />
as well as the Company’s first labels, bottles and mugs.<br />
In <strong>2010</strong>, the Company hosted several photo shows<br />
“Beer. 100 years of history in photographs” based on<br />
photographs collected by the Museum. The Company<br />
presented shows in special tents at the kvass and beer<br />
festivals during the summer in different Russian cities,<br />
as well as in local galleries and museums.<br />
Charity and Sponsorship<br />
For many years, <strong>Baltika</strong> has provided targeted charitable<br />
and sponsorship support in all regions in which it is present.<br />
In <strong>2010</strong>, the Company contributed RUB 122 million<br />
to charitable projects and important social events.<br />
The Company’s public efforts are focused on funding<br />
health and social protection projects and sponsoring city<br />
celebration events.<br />
The Company completed its largest charitable project<br />
in <strong>2010</strong> in Yaroslavl — it funded the overhaul of the<br />
regional children’s hospital to coincide with the City’s<br />
1,000 th anniversary.<br />
Under a long-term cooperation and support project<br />
with Turner Children’s Orthopedic Research Institute,<br />
<strong>Baltika</strong> funded the renovation of the Institute’s laboratory<br />
department. <strong>Baltika</strong> sponsored the St. Petersburg<br />
Children’s Hospice, the Mountain House of Hope<br />
rehabilitation center, the<br />
Tula Emergency Care Hospital<br />
named after Vanykin and the<br />
Chelyabinsk city social movement,<br />
Iskorka, to help pediatric oncology<br />
patients.<br />
To commemorate the 65 th<br />
anniversary of World War II<br />
victory, <strong>Baltika</strong> paid special<br />
attention to veterans. The <strong>Baltika</strong>-<br />
Novosibirsk branch hosted<br />
a gala concert for members<br />
of the Novosibirsk Society<br />
of Victims of the Leningrad Siege<br />
“Blockadnik” and presented<br />
gifts to all veterans. Targeted<br />
social assistance was provided<br />
to 400 veterans, invalids, war<br />
participants and workers on the<br />
home front. The Company funded<br />
the reconstruction of the Main Line<br />
of the Tula Defense Memorial.<br />
The Company continues to provide<br />
charitable support to local<br />
sport clubs, including: Dynamo<br />
volleyball club in Khabarovsk, the<br />
Rostov-on-Don handball club,<br />
the Yenisei Russian hockey club<br />
in Krasnoyarsk and Sibselmash<br />
in Novosibirsk.<br />
The Company contributed<br />
more than RUB 10 million<br />
to supporting City Days and other<br />
public events across Russia.<br />
In <strong>2010</strong>, <strong>Baltika</strong> funded City Days<br />
in Khabarovsk, Krasnoyarsk,<br />
Novosibirsk, Tula, Rostovon-Don<br />
and the Leningrad<br />
Regional Anniversary event<br />
in Kingisepp. For many years,
Taxes<br />
Corporate Social Responsibility<br />
the Company has been a partner<br />
of the St. Petersburg International<br />
Economic Forum.<br />
In <strong>2010</strong>, <strong>Baltika</strong> participated<br />
in 60 celebratory events across<br />
Russia and hosted some<br />
of them. Within one year, more<br />
than 1.5 million Russian citizens<br />
visited events hosted or supported<br />
by the Company and paid tribute<br />
to a large selection of beers and<br />
non-alcoholic beverages offered by<br />
the Company, listened to various<br />
musical styles and participated<br />
in contests, competitions and<br />
campaigns aimed at promoting<br />
responsible beer consumption. The<br />
hosts emphasized banning the sale<br />
of beer to minors under 18.<br />
Last year, <strong>Baltika</strong> participated<br />
in kvass and beer festivals in ten<br />
Russian cities: St. Petersburg,<br />
Moscow, Yaroslavl, Tula, Sochi,<br />
Rostov-on-Don, Samara,<br />
Novosibirsk, Krasnoyarsk and<br />
Khabarovsk. Large-scale musical<br />
events were held under the auspices<br />
of the Company’s popular brands:<br />
the Ilmen Festival of Art Songs,<br />
GreenFest, Transmusicales,<br />
the Stereoleto session and the<br />
Movida Corona concerts.<br />
<strong>Baltika</strong> is one of the largest taxpayers<br />
generating a significant portion of tax<br />
revenues in cities where the Company’s<br />
headquarters and branches are located. The<br />
timely and full payment of taxes to budgets<br />
across all levels is customary for a socially<br />
responsible company that strictly complies<br />
with Russian laws. In <strong>2010</strong>, the Company’s tax<br />
payments to budgets at all levels and extrabudgetary<br />
funds totaled RUB 50.6 billion.<br />
For many years now, <strong>Baltika</strong> has been the<br />
company that generates the largest tax<br />
revenues for St. Petersburg’s budget.<br />
Promotion of Popular Traditions<br />
During the summer, the Khlebny Krai kvass brand<br />
held entertainment and awareness campaigns, “Kvass<br />
Parties,” in ten Russian cities. Approximately four<br />
thousand people — mostly children and teenagers —<br />
participated in these campaigns. The campaigns were<br />
aimed at making young Russians aware of popular<br />
Russian traditions. The hosts invited experts<br />
in old popular crafts and held contests for the best<br />
knowledge of popular traditions, proverbs and sayings.<br />
In Samara, children learned to make pottery, birch<br />
bark platting, embroidery and crochet work. In Rostovon-Don,<br />
they painted clay and wood work, learned<br />
the basics of popular singing and played popular<br />
instruments. In Kazan, children learned to weave<br />
beads, cut wood, weave and make leather mosaics.<br />
They also learned a lot about the history of kvass and<br />
its role in Russia’s national culture. These campaigns<br />
are aimed at developing a healthy society and<br />
preserving spiritual heritage, as well as spurring the<br />
interest of young Russians in Russian history and<br />
promoting patriotism.<br />
Business Ethics<br />
The Company follows generally accepted norms<br />
and best practice business ethics. The Company’s<br />
business ethics policy establishes corporate principles<br />
for running the business as a responsible partner<br />
and is an instrument to protect its reputation. The<br />
policy includes a set of key provisions, in particular,<br />
the Conflict of Interests provision under which the<br />
Company only pursues business interests when<br />
selecting new partners and concluding agreements<br />
and avoids any conflicts of interests with existing<br />
business connections and the personal interests<br />
of its employees; the Provision on Complying<br />
with Competition Laws under which the Company<br />
makes efforts to prevent unfair competition<br />
in business practice and partner relationships; the<br />
Fraud Prevention Provision and the Provision on<br />
Inadmissible Corrupt Practices.<br />
47
Corporate<br />
Governance
<strong>Baltika</strong> adheres to best practice corporate<br />
governance standards in full accordance<br />
with the Corporate Governance Code, which<br />
has been approved by Russian securities<br />
authorities:<br />
All shareholders have the right to effective<br />
protection if their rights have been<br />
infringed on;<br />
Shareholders have access to reliable and<br />
effective settlement methods for share<br />
ownership rights;<br />
Shareholders are able to participate in the<br />
Company’s management by adopting<br />
decisions on the most important aspects<br />
of corporate activity at the General<br />
Shareholders Meeting;<br />
Shareholders have the right to receive<br />
regular, full and accurate corporate<br />
information;<br />
Shareholders do not abuse their rights;<br />
The Company exercises control over<br />
using confidential and proprietary<br />
information.<br />
Corporate Governance<br />
Observing the Corporate<br />
Governance Code<br />
The Company observes the following provisions of the<br />
Corporate Governance Code, concerning:<br />
Holding the General Shareholders Meeting:<br />
Shareholders have the right to introduce items<br />
in to the General Meeting’s agenda, as well as the<br />
right to request convening a General Shareholders<br />
Meeting without providing an extract from the<br />
shareholder register;<br />
The Company informs shareholders about<br />
convening a General Shareholders Meeting not<br />
less than 30 days prior to the date of the Meeting,<br />
regardless of agenda items, if legislation does not call<br />
for a longer period of time;<br />
The Company’s President, members of the<br />
Board of Directors, members of the Internal Audit<br />
Committee and the Auditor, as well as candidates<br />
for indicated management and control bodies, are<br />
required to attend the General Shareholders Meeting;<br />
The Provision on the Company’s management and<br />
control bodies stipulates the availability of registration<br />
procedures for participants at the General<br />
Shareholders Meeting.<br />
Activities of the Company’s Board of Directors, as well<br />
as requirements for its members:<br />
The Board of Directors is elected via cumulative<br />
voting;<br />
Members of the Board have the right to receive<br />
corporate information that is necessary to fulfill their<br />
functions. The order for conducting Board meetings<br />
is stipulated in the Provision on management and<br />
control bodies;<br />
The approval of the Company’s annual budget (for<br />
current operational economic activities), as well<br />
as the investment budget, falls under the competency<br />
of the Company’s Board of Directors in accordance<br />
with the Charter;<br />
The Company’s Provision on management and<br />
control bodies stipulates that Board members must<br />
act in the interests of the Company (preventing<br />
conflicts of interest);<br />
49
50<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
<strong>Baltika</strong> Management<br />
Members of the Board<br />
of Directors are required<br />
to inform the Company<br />
of any transactions<br />
that involve corporate<br />
securities;<br />
The Board of Directors<br />
does not include individuals<br />
who have been found<br />
guilty of economic<br />
crimes or crimes against<br />
governmental authorities or<br />
the interests of State and<br />
municipal services;<br />
The Board of Directors<br />
does not include persons<br />
who are participants, CEO<br />
(Manager), members<br />
of a management<br />
body or as employees<br />
in a competing legal entity.<br />
Denis Sherstennikov<br />
Vice President,<br />
Marketing<br />
Requirements for the Company’s control bodies on financial and<br />
economic activity:<br />
A document was adopted by the Company’s Board of Directors<br />
that defines corporate internal control procedures — the<br />
Provision on internal control and auditing financial and<br />
operational activity;<br />
A special corporate division exists that observes internal control<br />
procedures: the internal audit and control department;<br />
Internal control bodies do not include individuals who have been<br />
found guilty of economic crimes or crimes against governmental<br />
authorities or the interests of State and municipal services;<br />
Internal control bodies do not include persons who are<br />
executives, participants, CEO (Manager), members<br />
of a management body or employees in a competing Company;<br />
The internal audit and control department informs the Board<br />
of Directors’ Audit Committee on any detected violations;<br />
The Audit Committee evaluates auditor’s conclusions prior<br />
to submitting them to shareholders at the Company’s General<br />
Shareholders Meeting.<br />
Ekaterina Azimina<br />
Vice President,<br />
Finance and<br />
Economics
Anton Artemiev<br />
President<br />
Governance Structure<br />
Security<br />
Director<br />
Corporate Governance<br />
Vice President,<br />
Finance<br />
and Economics<br />
IT Director<br />
Vice President,<br />
Marketing<br />
Corporate<br />
Affairs<br />
Director<br />
Denis Lysak<br />
Vice President,<br />
Sales in Russia<br />
President<br />
Vice President,<br />
Supply Chain<br />
HR Director<br />
Legal Director<br />
Alexander Dedegkaev<br />
Vice President,<br />
Supply Chain<br />
Vice President,<br />
Sales in Russia<br />
Export Sales<br />
Director<br />
51
52<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
Information disclosure requirements:<br />
A Provision on information policy was adopted to define<br />
rules and approaches for information disclosure. On the<br />
Company’s corporate web site (www.corporate.baltika.<br />
ru), official information regarding corporate activity<br />
is published; other information is also regularly disclosed<br />
on the site. In addition to this, information that requires<br />
compulsory stock market disclosure is published on<br />
the Interfax newswire. Izvestia newspaper is the official<br />
print media outlet that the Company uses to inform<br />
shareholders about convening general meetings.<br />
The Company’s Board of Directors approved the Provision<br />
on insider information, which refers to information that<br />
is not publicly available and the disclosure of which may<br />
substantially affect the market price of the Company’s<br />
securities.<br />
General Shareholders Meeting<br />
The General Shareholders Meeting is the Company’s<br />
supreme management body. In full accordance with<br />
applicable laws and the Company’s charter, the<br />
following issues fall under the competency of the<br />
General Meeting:<br />
Introducing amendments and alterations to the<br />
Charter or adopting a new edition of the Charter<br />
(except in cases indicated in the Russian law “On<br />
joint stock companies”);<br />
Corporate re-organization;<br />
Liquidating the Company, appointing a liquidation<br />
commission and approving intermediate and final<br />
liquidation balances;<br />
Defining the number of members on the Company’s<br />
Board of Directors, electing its members and early<br />
terminating their powers;<br />
Determining the number, nominal value and category<br />
(type) of authorized shares and rights granted by<br />
these shares;<br />
Increasing charter capital through a higher nominal<br />
share value. Upping charter capital by placing<br />
additional shares only in those cases, when in full<br />
accordance with Russian legislation, such resolutions<br />
can only be adopted by the General Meeting;
Corporate Governance<br />
Decreasing charter capital<br />
by decreasing the nominal<br />
value via the Company’s<br />
acquisition of a portion<br />
of shares to decrease<br />
their total number, as well<br />
as by cancelling purchased<br />
or bought back corporate<br />
shares;<br />
Electing members of the<br />
Company’s Internal Audit<br />
Committee, as well as early<br />
terminating their powers;<br />
Approving the Company’s<br />
auditors;<br />
Paying (announcing)<br />
dividends based on Q1, H1<br />
and nine month financial year<br />
results;<br />
Approving annual reports, annual accounting<br />
reports, including the Company’s profit and loss<br />
statements (profit and loss accounts), as well<br />
as profit distribution (including the payment<br />
(announcement) of dividends, excluding profit<br />
distributed as dividends as a result of Q1, H1, nine<br />
month or FY) and corporate losses as a result<br />
of the financial year;<br />
Defining the order of conducting the General<br />
Meeting;<br />
Splitting and consolidating shares;<br />
Adopting resolutions on approving transactions<br />
in cases defined by Article 83 of the Russian law<br />
“On joint stock companies;”<br />
Adopting resolutions on major transactions in cases<br />
defined by Article 79 of the Russian law “On joint<br />
stock companies;”<br />
Purchasing (by the Company) placed shares<br />
in cases determined by the Russian law “On joint<br />
stock companies;”<br />
Adopting decisions on participating in financial<br />
and production groups, associations and other<br />
commercial organization unions;<br />
Adopting internal documents regulating the<br />
activities of the Company’s bodies;<br />
Resolving other issues, as foreseen under the<br />
Russian law “On joint stock companies.”<br />
In <strong>2010</strong>, the Company held two General Shareholders<br />
Meetings: one annual (AGM) and one extraordinary<br />
(EGM).<br />
On April 8 th , <strong>2010</strong>, the Company held its <strong>Annual</strong> General<br />
Shareholders Meeting, which approved the annual<br />
report, the profit and loss statement based on full<br />
year results and 2009 profit distribution and dividend<br />
payments in the amount of RUB 128 per share.<br />
The General Meeting elected the Company’s Board<br />
of Directors and the Internal Audit Committee, as well<br />
as approved the Company’s auditors: CJSC A&P<br />
Audit and ZAO KPMG. In addition, new revisions<br />
of the Charter and the Provision on the Company’s<br />
management and control bodies were adopted, as were<br />
interested party transactions with Baltic Beverages<br />
Holding AB and Russian Railways OJSC and its<br />
affiliates.<br />
On August 30 th , <strong>2010</strong>, an Extraordinary General<br />
Shareholders Meeting was held via absentee<br />
voting, during which shareholders approved paying<br />
(announcing) dividends for H1 <strong>2010</strong> in the amount<br />
of RUB 42 per share.<br />
53
54<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
The main tasks of the Board of Directors<br />
include:
Hans Kasper Madsen<br />
Born 1961, higher education<br />
Member of the Board of Directors<br />
since 2008<br />
Holds positions in the following<br />
organizations:<br />
• Carlsberg <strong>Breweries</strong> A/S,<br />
Senior Vice President,<br />
Operations<br />
• Danish Malting Group A/S,<br />
member of the Board<br />
of Directors<br />
Corporate Governance<br />
Ulrik Andersen<br />
Born 1965, higher education<br />
Member of the Board of Directors<br />
since 2009<br />
Holds a position in the following<br />
organization:<br />
• Carlsberg <strong>Breweries</strong> A/S,<br />
General Counsel & Vice<br />
President Legal Counselling<br />
and Risk Management<br />
• Baltic Beverages Holding AB,<br />
member of the Board<br />
of Directors<br />
The Company’s Board of Directors consists<br />
of seven members, including two independent<br />
directors.<br />
During the reporting period, the membership<br />
of the Company’s Board of Directors<br />
underwent the following changes: on April 8 th ,<br />
<strong>2010</strong> Alexander Izosimov was replaced by<br />
Vladislav Grib.<br />
During <strong>2010</strong>, 17 meetings of the Company’s<br />
Board of Directors were conducted — both<br />
in person and via absentee voting.<br />
Vladislav Grib<br />
Independent Director<br />
Born 1972, higher education<br />
Member of the Board of Directors<br />
since <strong>2010</strong><br />
Holds positions in the following<br />
organizations:<br />
• The Russian Academy of Legal<br />
Sciences, Chairman of the<br />
Executive Committee<br />
• Yurist (Lawyer) Publishing Group<br />
Ltd, Editor-in-Chief<br />
• The Federal Chamber<br />
of Russian Federation Lawyers,<br />
Vice President<br />
• Head of the Civil Society Chair<br />
at the Moscow State Institute<br />
of International Relations, MFA,<br />
RF<br />
Alexander Shokhin<br />
Issues considered at meetings of the<br />
Company’s Board of Directors included the<br />
following:<br />
Approving the Company’s strategic<br />
development plans;<br />
Approving launch of new products,<br />
including: Old Bobby beer, Somersby<br />
cider and Zhivoy Ruchey drinking water;<br />
Concluding licensing agreements;<br />
Approving the 2011 Company budget.<br />
Independent Director<br />
Born 1951, higher education<br />
Member of the Board of Directors<br />
since 2008<br />
Holds positions in the following<br />
organizations:<br />
• RUIE, President<br />
• The State University — Higher<br />
School of Economics, President<br />
• Lukoil OJSC, member of the<br />
Board of Directors<br />
• Fortum OJSC, member of the<br />
Board of Directors<br />
• Russian Railways OJSC, member<br />
of the Board of Directors<br />
• TMK OJSC, member of the Board<br />
of Directors<br />
• TNK-BP Limited OJSC, member<br />
of the Board of Directors<br />
• Novorossiysk Sea Trade Port<br />
OJSC, member of the Board<br />
of Directors<br />
55
56<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
Committees of the Company’s<br />
Board of Directors<br />
Audit Committee<br />
The purpose of the Committee is to upgrade the<br />
effectiveness and quality of work of the Board<br />
of Directors in fostering and ensuring open<br />
communication with auditors, the Internal Audit<br />
Committee and structural divisions of the internal<br />
audit, accounting and finance and economic division<br />
of the Company via the preliminary consideration<br />
and preparation of recommendations to the Board<br />
of Directors on the following issues that fall under the<br />
competency of the Committee:<br />
Risks associated with corporate operations;<br />
Management reporting;<br />
Financial accounting;<br />
External independent audit and internal audit;<br />
Internal control procedures.<br />
The Nomination and Remuneration Committee<br />
The primary purpose and principal activities of the<br />
Nomination and Remuneration Committee consist<br />
of contributing to involving qualified specialists<br />
in corporate governance, and in creating incentives for<br />
efficient functioning.<br />
The basic documents regulating the activities<br />
of the committees and in determining their frame<br />
of reference, membership and functions are the<br />
following:<br />
Provisions on the Audit Committee of the Board<br />
of Directors (approved by a resolution of the<br />
Board of Directors as of September 6 th , 2006,<br />
Minutes No. 6/n as of September 6 th , 2006);<br />
Provisions on the Nomination and Remuneration<br />
Committee of the Board of Directors (approved<br />
by a resolution of the Issuer’s Board of Directors<br />
as of March 27 th , 2007, Minutes No. 5 as of March<br />
27 th , 2007).<br />
The sole executive body<br />
The sole executive body of the<br />
Company is the President, who<br />
is responsible for managing the<br />
Company’s current operations. Anton<br />
Artemiev has held this position since<br />
2005.<br />
Remuneration for<br />
members of management<br />
bodies<br />
In accordance with Item 2 of Article<br />
64 of the Russian law “On joint<br />
stock companies,” on April 2 nd ,<br />
2009, the Company’s AGM set<br />
the maximum remuneration for the<br />
Board of Directors’ independent<br />
directors at RUB 3,900,000. The<br />
Board also set a maximum for<br />
expense compensation (incurred<br />
while carrying out functions as Board<br />
members) at RUB 450,000 —<br />
leaving this amount at the same<br />
level as in the previous year<br />
and converting the amounts set<br />
in dollars into rubles, thus following<br />
the Company’s policy on reducing<br />
liabilities in foreign currencies. During<br />
<strong>2010</strong>, independent directors received<br />
remuneration totaling RUB 3,039,558.<br />
In accordance with Item 3 of Article<br />
69 of the Russian law “On joint<br />
stock companies,” the rights and<br />
obligations of the Company’s<br />
President are regulated by the<br />
indicated law and the corporate<br />
charter, as well as an agreement<br />
concluded between the President<br />
and the Company. Remuneration<br />
for fulfilling the function of the sole<br />
executive body, and other work<br />
conditions, is regulated by a labor<br />
agreement signed between the<br />
President and the Company.
Corporate Governance<br />
The Audit Commission<br />
In accordance with current Russian legislation<br />
and the Company’s Charter, the Audit<br />
Commission (a permanently operating<br />
elected body) executes periodic control<br />
over the Company’s financial and<br />
operational activities, as well as the actions<br />
of its management bodies and executives<br />
(including separate divisions, services,<br />
branches and representative offices) by<br />
checking on the following:<br />
The legitimacy, economic feasibility and<br />
effectiveness (expediency) of financial<br />
transactions and operations carried out<br />
by the Company during the examined<br />
period;<br />
The completeness and accuracy of the<br />
Company’s administrative documents<br />
which reflect the Company’s financial<br />
transactions and operations;<br />
The legitimacy, economic feasibility and<br />
effectiveness (expediency) of actions<br />
taken by the Company’s executives<br />
and the heads of structural divisions<br />
to ensure compliance with relevant<br />
legislation, the Charter, adopted plans,<br />
programs and other internal corporate<br />
documents.<br />
The three-member Audit Commission<br />
is elected by the <strong>Annual</strong> General<br />
Shareholders Meeting. Members of the Audit<br />
Commission are not allowed to be members<br />
of the Company’s Board of Directors or<br />
to hold any other corporate management<br />
positions.<br />
The following persons were elected to serve<br />
as members of the Company’s Audit Commission<br />
at the <strong>Annual</strong> General Shareholders Meeting, which<br />
was held April 8 th , <strong>2010</strong>:<br />
Vibeke Aggerholm<br />
Born 1964, higher education<br />
Vice president for Internal Audit at Carlsberg<br />
<strong>Breweries</strong> A/S, member of the Board of Directors<br />
for the Institute of Internal Auditors (IIA)<br />
Charles Ericsson<br />
Born 1948, higher education<br />
Consultant for Baltic Beverages Holding АВ<br />
Nadezhda Bazilevich<br />
Born 1975, higher education<br />
Financial manager for <strong>Baltika</strong> <strong>Breweries</strong><br />
Interested party and major<br />
transactions<br />
During <strong>2010</strong>, <strong>Baltika</strong> <strong>Breweries</strong> completed<br />
72 interested party transactions. No<br />
transactions that are recognized by applicable<br />
Russian legislation or the corporate charter<br />
as major transactions were completed during the<br />
reporting year.<br />
A complete list of interested party transactions<br />
is provided in the appropriate section<br />
of this <strong>Report</strong>.<br />
57
58<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
Risk management<br />
The Company’s operation is subject to various business<br />
risks. The Company has developed a special risk<br />
management system to prevent, identify, control,<br />
monitor and minimize risks. The risk-related policy<br />
and management system are subject to periodic<br />
analysis and revision in accordance with changes in the<br />
Company’s operation, as well as in external conditions.<br />
The Company’s Board of Directors is responsible for<br />
implementing the risk management system. The Board<br />
of Directors also controls system functioning. The<br />
Audit Committee of the Company’s Board of Directors<br />
controls adherence to the risk management policy<br />
and analyzes the expediency of the risk management<br />
system, in conjunction with the Company’s Internal Audit<br />
Department.<br />
In case any of the risks listed below arise, the Company<br />
is ready to take appropriate measures to minimize their<br />
consequences.<br />
Financial Risks<br />
The Company’s primary financial risks are associated<br />
with foreign exchange, credit and liquidity. To minimize<br />
financial risks that can affect the Company’s financial<br />
performance, a complex action plan has been developed<br />
and implemented that consists of the following points:<br />
To analyze financial risks, yearly, quarterly, monthly,<br />
etc. planning, evaluating actual profitability and cash<br />
flow, calculating the open FX position;<br />
Implementing cost cutting programs;<br />
Budget control on an on-going basis;<br />
Controlling working capital — the Company<br />
implements a program to manage accounts<br />
receivable, accounts payable and stocks;<br />
The Company grants secured supplier credits to its<br />
buyers.<br />
Foreign exchange risks may arise<br />
due to changing exchange rates.<br />
The risk is inherent to purchasing<br />
raw materials and services<br />
the Company uses that are<br />
denominated in foreign currencies.<br />
The Company’s foreign<br />
exchange risk exposure<br />
is high, since a significant share<br />
of the Company’s sales is rubledenominated,<br />
whereas prices<br />
for equipment components and<br />
raw materials used in production<br />
are denominated in foreign<br />
currency. The Company makes<br />
every effort to reduce foreign<br />
exchange risks. Measures<br />
include reducing foreign currency<br />
liabilities, as well as increasing<br />
the number of domestic suppliers<br />
of raw materials, fixed assets and<br />
components. The Company also<br />
uses passive instruments to hedge<br />
foreign exchange risk.<br />
One of the Company’s main tasks<br />
is to increase foreign currency<br />
revenues by increasing export<br />
volume.
Corporate Governance<br />
Credit risk may arise primarily<br />
due to failures of the Company’s<br />
buyers and agents to meet their<br />
contractual obligations. The risk<br />
is associated mainly with accounts<br />
receivable. The Company’s credit<br />
policy defines relationships with<br />
buyers. The Company performs<br />
periodic credit evaluations on<br />
its customers — the Company’s<br />
customers are required to provide<br />
securities for accounts receivable.<br />
Liquidity risk. The availability<br />
of free cash funds makes the<br />
Company less prone to liquidity<br />
risk. The Company’s cooperation<br />
with major Russian and<br />
international banks, which provide<br />
a broad range of financial services,<br />
minimizes liquidity risks if shortterm<br />
cash shortages occur.<br />
Despite the availability of free<br />
cash funds, the Company actively<br />
implements liquidity management<br />
and control methods, which are<br />
based on the following procedures:<br />
Medium- and short-term<br />
planning for the volumes and<br />
structure of revenues and<br />
costs related to liabilities and<br />
assets;<br />
Forming an optimal asset and<br />
liability structure;<br />
Controlling the balance<br />
between assets and liabilities<br />
in terms of volumes and due<br />
dates.<br />
Liquidity analysis enables the<br />
Company to forecast in a timely<br />
manner the probability of liquidity<br />
decreases and is the basis for<br />
the preparation, grounding and<br />
adopting managerial decisions.<br />
Market risk. The principal market risk factors that<br />
can affect corporate development are the following:<br />
Higher prices for basic raw materials due to corn<br />
failure;<br />
Further increases in the excise tax rate;<br />
Tightening governmental policy, resulting<br />
in limitations concerning the production, sale,<br />
consumption and advertising of beer;<br />
Changes in consumption structure;<br />
Beer consumption nearing the saturation level;<br />
Increasing competition;<br />
Higher rates set by natural monopoly providers;<br />
Unfavorable weather conditions which can affect<br />
sales;<br />
Economic downturns.<br />
To strengthen its industry position and to mitigate market<br />
risk, the Company has implemented an action plan,<br />
consisting of the following: developing the Company’s own<br />
agricultural project; optimizing profitability and production<br />
cost management; implementing the Company’s<br />
marketing strategy focused on forming strong brands,<br />
bonuses and innovations; developing and producing new<br />
products; developing distribution systems and promotion<br />
channels; engaging in further geographical expansion<br />
and developing beverages that are alternatives to beer;<br />
optimizing investment activities; completing the complex<br />
evaluation of the financial condition of supplies; supporting<br />
suppliers (when necessary); diversifying risks; upgrading<br />
the efficiency of business processes; and optimizing costs<br />
and operational excellence.<br />
59
60<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
Charter Capital<br />
The Company’s charter capital totals RUB 164,041,164. No changes<br />
in charter capital were carried out in <strong>2010</strong>.<br />
Share Issues<br />
Issued shares<br />
Share type<br />
Registered<br />
ordinary<br />
Type “A” registered<br />
preference<br />
Charter Capital Distribution<br />
Baltic Beverages Holding AB<br />
Physical Persons<br />
Custodians<br />
Legal entities<br />
State<br />
registration<br />
number<br />
Charter Capital Structure as of December 31 st , <strong>2010</strong><br />
Number of shares<br />
issued<br />
Nominal value of the issue,<br />
RUB<br />
1-04-00265-А 151,714,594 151,714,594<br />
2-04-00256-А 12,326,570 12,326,570<br />
The Company’s majority shareholder is Baltic Beverages Holding АВ,<br />
a subsidiary of Carlsberg <strong>Breweries</strong> A/S. Baltic Beverages Holding AB<br />
holds 89.01 % of the Company’s total shares. In <strong>2010</strong>, the charter capital<br />
structure remained virtually the same.<br />
As of December 31 st , <strong>2010</strong>, the total number of registered shareholders<br />
stood at 2,670, including 28 legal entities, of which 9 are custodians, and<br />
2,642 physical persons.<br />
2.76 %<br />
8.09 % 0.14 %<br />
89.01 %
Securities<br />
Shares in Circulation<br />
The Company’s shares are traded<br />
on two domestic stock exchanges:<br />
the RTS Stock Exchange (since<br />
2001) and the MICEX Stock<br />
Exchange (since 2003).<br />
As the most liquid share<br />
in the consumer goods sector,<br />
the Company’s shares are used<br />
to calculate the corresponding<br />
industry index of MICEX Stock<br />
Exchange (MICEX CGS).<br />
The Company is the leader<br />
in market capitalization<br />
among Russian consumer<br />
goods producers. In <strong>2010</strong>, the<br />
Company’s market capitalization<br />
increased 1.8 times to reach<br />
RUB 248 billion (based on MICEX<br />
data) or USD 8 billion (according<br />
to RTS data) by year end.<br />
Tickers<br />
<strong>Baltika</strong> capitalization dynamics versus MICEX indices in <strong>2010</strong><br />
%<br />
Company capitalization +77 %<br />
MICEX index +23 %<br />
MICEX Consumer Sector index +85 %<br />
Ordinary shares РКВА<br />
Type “A” preference shares РКВАP<br />
In H1 <strong>2010</strong>, the Company’s shares followed general stock<br />
market trends, which was affected by the debts of Euro<br />
Zone countries. Beginning from H2, the upward trend<br />
grew and the market trended higher at the end of the year.<br />
By year end, Russian stock exchanges indices grew 23 %<br />
(MICEX) and 22.5 % (RTS), led by higher share prices for<br />
consumer sector companies. The MICEX consumer sector<br />
index grew by 85 % by year end.<br />
The value of the Company’s shares increased due to the<br />
general market upswing, which resulted in growing<br />
investor interest, including from western investors, in the<br />
consumer sector.<br />
January February March April May June July August September October November December<br />
Company capitalization<br />
MICEX index<br />
MICEX Consumer Sector index<br />
61
62<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
Statistics concerning trading in the Company’s shares<br />
Minimum price per<br />
share during the year,<br />
RUB<br />
Maximum price per<br />
share during the year,<br />
RUB<br />
Price of last transaction,<br />
RUB*<br />
2009 <strong>2010</strong> 2009 <strong>2010</strong> 2009 <strong>2010</strong><br />
Ordinary shares 349 775 850 1,558.47 850 1,527.85<br />
Type “A” preference<br />
shares<br />
* Price of last transactions on 31.12.2009 and 30.12.<strong>2010</strong><br />
305 781 880 1,319.90 880 1,319.90<br />
The above statistics are based on MICEX Stock Exchange data,<br />
since this is the primary trading floor for transactions with the<br />
Company’s shares.<br />
Compared with 2009, the price for the Company’s shares grew<br />
during the reporting year; the price of ordinary and preference<br />
shares increased by 80 % and 50 % respectively.<br />
The liquidity of the Company’s shares also grew in <strong>2010</strong>, with<br />
transaction volume of preference shares increasing nearly three<br />
times compared with 2009, while the same indicator for ordinary<br />
shares grew 1.7 times. In monetary terms, the total share trading<br />
volume increased by 68 % compared with 2009.<br />
Number of transactions (based on MICEX data)<br />
Ordinary shares<br />
2009 14,727<br />
<strong>2010</strong><br />
Preference shares<br />
2009 6,154<br />
<strong>2010</strong> 18,322<br />
Share trading volume, RUB million (based on MICEX data)<br />
2009<br />
<strong>2010</strong><br />
2009<br />
<strong>2010</strong><br />
Ordinary shares<br />
Preference shares<br />
185<br />
368<br />
376<br />
576<br />
25,525
Securities<br />
Dividend Policy<br />
The Company’s dividend policy is based on fairly distributing profits<br />
among shareholders in proportion to the number of shares owned. The<br />
policy also takes into account the rational balance between dividends<br />
and funds required to implement the Company’s strategic development<br />
plans.<br />
Dividends paid per Company share, 2005–2009<br />
Dividend payment period Dividend per share, RUB<br />
Dynamics for dividends<br />
per share,<br />
% compared with 2005<br />
2005 24.33<br />
2006 39.50 162<br />
2007 52.00 214<br />
2008 85.10 350<br />
2009 128.00 526<br />
63
oAo baltika breweries<br />
and subsidiaries<br />
CoNSoLIDATED<br />
fINANCIAL<br />
STATEMENTS<br />
for the year ended<br />
31 December <strong>2010</strong>
Contents<br />
Independent Auditors’ <strong>Report</strong> .................................. 66<br />
Consolidated Statement of Financial Position ...................... 67<br />
Consolidated Statement of Comprehensive Income ................. 69<br />
Consolidated Statement of Changes in Equity ..................... 70<br />
Consolidated Statement of Cash Flows .......................... 71<br />
Notes to the Consolidated Financial Statements .................... 72<br />
65
66<br />
The Management<br />
OAO <strong>Baltika</strong> <strong>Breweries</strong><br />
Independent Auditors’ <strong>Report</strong><br />
We have audited the accompanying consolidated financial statements of OAO <strong>Baltika</strong> <strong>Breweries</strong> (the “Company”) and<br />
its subsidiaries (the “Group”), which comprise the consolidated statement of financial position as at 31 December <strong>2010</strong>,<br />
and the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended,<br />
and notes comprising a summary of significant accounting policies and other explanatory information.<br />
Management’s Responsibility for the Consolidated Financial Statements<br />
Management is responsible for the preparation and fair presentation of these consolidated financial statements<br />
in accordance with International Financial <strong>Report</strong>ing Standards, and for such internal control as management<br />
determines is necessary to enable the preparation of consolidated financial statements that are free from material<br />
misstatement, whether due to fraud or error.<br />
Auditors’ Responsibility<br />
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted<br />
our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical<br />
requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial<br />
statements are free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated<br />
financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material<br />
misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments,<br />
we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial<br />
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose<br />
of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the<br />
appropriateness of accounting policies used and the reasonableness of accounting estimates made by management,<br />
as well as evaluating the overall presentation of the consolidated financial statements.<br />
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit<br />
opinion.<br />
Opinion<br />
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position<br />
of the Group as at 31 December <strong>2010</strong>, and of its financial performance and its cash flows for the year then ended<br />
in accordance with International Financial <strong>Report</strong>ing Standards.<br />
ZAO KPMG<br />
18 February 2011<br />
ZAO KPMG<br />
“Renaissance Plaza” Business<br />
Center,<br />
69–71 A, Ul. Marata, St. Petersburg,<br />
Russia 191119<br />
ZAO KPMG, a company incorporated under the Laws of the<br />
Russian Federation, a subsidiary of KPMG Europe LLP, and a member firm<br />
of the KPMG network of independent member firms affiliated with KPMG<br />
International Cooperative (“KPMG International”), a Swiss entity.<br />
Telephone +7 (812) 313 7300<br />
Fax +7 (812) 313 7301<br />
Internet www.kpmg.ru
Consolidated Statement of Financial Position as at 31 December <strong>2010</strong><br />
’000 RUB Note <strong>2010</strong> 2009<br />
ASSETS<br />
Non-current assets<br />
Property, plant and equipment 12 39,078,860 42,177,090<br />
Intangible assets 13 14,255,934 14,001,800<br />
Investments in equity accounted investees 14 215,186 293,183<br />
Other investments 15 87,251 9,781<br />
Total non-current assets 53,637,231 56,481,854<br />
Current assets<br />
Inventories 17 5,781,434 4,296,053<br />
Other investments 15 3,895,312 9,051,299<br />
Income tax receivable 98,573 6,566<br />
Trade and other receivables 18 6,660,671 8,062,093<br />
Cash and cash equivalents 19 566,986 1,740,702<br />
Total current assets 17,002,976 23,156,713<br />
Total assets 70,640,207 79,638,567<br />
The consolidated statement of financial position is to be read in conjunction with the notes to, and forming part of, the<br />
consolidated financial statements set out on pages 72 to 94.<br />
67
68<br />
Consolidated Statement of Financial Position as at 31 December <strong>2010</strong><br />
’000 RUB Note <strong>2010</strong> 2009<br />
EQUITY AND LIABILITIES<br />
Equity<br />
Preference shares 84,978 84,978<br />
Ordinary shares 736,129 736,129<br />
Share capital 821,107 821,107<br />
Share premium 4,171,716 4,171,716<br />
Foreign currency translation reserve 753,745 691,405<br />
Retained earnings 49,281,269 57,997,085<br />
Total equity 55,027,837 63,681,313<br />
Non-current liabilities<br />
Deferred tax liabilities 16 1,943,118 1,631,672<br />
Total non-current liabilities 1,943,118 1,631,672<br />
Current liabilities<br />
Loans and borrowings 22 — 181,572<br />
Trade and other payables 23 13,258,512 13,398,581<br />
Deferred income 284,895 129,057<br />
Income tax payable 125,845 616,372<br />
Total current liabilities 13,669,252 14,325,582<br />
Total liabilities 15,612,370 15,957,254<br />
Total equity and liabilities 70,640,207 79,638,567<br />
The consolidated statement of financial position is to be read in conjunction with the notes to, and forming part of, the<br />
consolidated financial statements set out on pages 72 to 94.
Consolidated Statement of Comprehensive Income for the year ended 31 December <strong>2010</strong><br />
’000 RUB Note <strong>2010</strong> 2009<br />
Revenue 79,306,979 93,720,164<br />
Cost of sales (34,161,877) (42,466,337)<br />
Gross profit 45,145,102 51,253,827<br />
Other income 6 75,551 72,217<br />
Distribution expenses (18,551,647) (19,150,073)<br />
Administrative expenses 7 (2,429,000) (2,528,721)<br />
Other expenses 8 (551,231) —<br />
Results from operating activities 23,688,775 29,647,250<br />
Finance income 10 1,269,192 1,834,591<br />
Finance costs 10 (712,991) (2,349,918)<br />
Net finance costs 556,201 (515.327)<br />
Share of loss of equity accounted investees (net of income tax) (57,629) (29,734)<br />
Profit before income tax 24,187,347 29,102,189<br />
Income tax expense 11 (5,016,165) (5,729,920)<br />
Profit for the year 19,171,182 23,372,269<br />
Other comprehensive income<br />
Foreign currency translation differences for foreign operations 62,340 257,818<br />
Total comprehensive income for the year 19,233,522 23,630,087<br />
Earnings per share<br />
Basic and diluted earnings per share 21 112.55 RUB 147.14 RUB<br />
These consolidated financial statements were approved by management on 18 February 2011<br />
and were signed on its behalf by:<br />
Anton Artemiev<br />
President<br />
Ekaterina Azimina<br />
Vice-President of finance and economy<br />
The consolidated statement of comprehensive income is to be read in conjunction with the notes to, and forming part of, the<br />
consolidated financial statements set out on pages 72 to 94.<br />
69
70<br />
Consolidated Statement of Changes in Equity for the year ended 31 December <strong>2010</strong><br />
’000 RUB<br />
Preference<br />
shares<br />
Ordinary<br />
shares<br />
Share<br />
premium<br />
Foreign<br />
currency<br />
translation<br />
reserve<br />
Retained<br />
earnings<br />
Balance at 1 January 2009 84,978 736,129 4,171,716 433,587 48,584,719 54,011,129<br />
Total comprehensive income for the year<br />
Profit for the year — — — — 23,372,269 23,372,269<br />
Other comprehensive income<br />
Foreign currency translation differences — — — 257,818 — 257,818<br />
Total other comprehensive income — — — 257,818 — 257,818<br />
Total comprehensive income for the year — — — 257,818 23,372,269 23,630,087<br />
Transactions with owners, recorded directly in equity<br />
Dividends to equity holders — — — — (13,959,903) (13,959,903)<br />
Total transactions with owners — — — — (13,959,903) (13,959,903)<br />
Balance at 31 December 2009 84,978 736,129 4,171,716 691,405 57,997,085 63,681,313<br />
’000 RUB<br />
Preference<br />
shares<br />
Ordinary<br />
shares<br />
Share<br />
premium<br />
Foreign<br />
currency<br />
translation<br />
reserve<br />
Retained<br />
earnings<br />
Balance at 1 January <strong>2010</strong> 84,978 736,129 4,171,716 691,405 57,997,085 63,681,313<br />
Total comprehensive income for the year<br />
Profit for the year — — — — 19,171,182 19,171,182<br />
Other comprehensive income<br />
Foreign currency translation differences — — — 62,340 — 62,340<br />
Total other comprehensive income — — — 62,340 — 62,340<br />
Total comprehensive income for the year — — — 62,340 19,171,182 19,233,522<br />
Transactions with owners, recorded directly in equity<br />
Dividends to equity holders — — — — (27,886,998) (27,886,998)<br />
Total transactions with owners — — — — (27,886,998) (27,886,998)<br />
Balance at 31 December <strong>2010</strong> 84,978 736,129 4,171,716 753,745 49,281,269 55,027,837<br />
The consolidated statement of changes in equity is to be read in conjunction with the notes to, and forming part of, the<br />
consolidated financial statements set out on pages 72 to 94.<br />
Total<br />
Total
Consolidated Statement of Cash Flows for the year ended 31 December <strong>2010</strong><br />
’000 RUB Note <strong>2010</strong> 2009<br />
OPERATING ACTIVITIES<br />
Profit for the year 19,171,182 23,372,269<br />
Adjustments for:<br />
Depreciation 12 4,777,578 4,447,579<br />
Amortisation 13 227,831 196,730<br />
Impairment losses on property, plant and equipment 8 550,248 —<br />
Gain on disposal of property, plant and equipment and intangible assets 6 (72,902) (72,217)<br />
Share of loss of equity accounted investees (net of income tax) 14 57,629 29,734<br />
Gain on disposal of subsidiary 6 (2,568) —<br />
Interest expense 10 1,025 190,319<br />
Interest income 10 (543,396) (466,342)<br />
Income tax expense 11 5,016,165 5,729,920<br />
Operating profit before changes in working capital and provisions 29,182,792 33,427,992<br />
Change in inventories (1,308,974) 3,221,273<br />
Change in trade and other receivables 1,401,422 (551,052)<br />
Change in trade and other payables (158,470) 2,621,163<br />
Cash flows from operations before income taxes and interest paid 29,116,770 38,719,376<br />
Income taxes paid (5,287,253) (4,688,122)<br />
Interest paid (1,110) (261,011)<br />
Cash flows from operating activities 23,828,407 33,770,243<br />
INVESTING ACTIVITIES<br />
Proceeds from disposal of property, plant and equipment and intangible assets 217,205 95,898<br />
Disposal of subsidiary, net of cash disposed of 4,160 —<br />
Interest received 521,229 386,600<br />
Dividends received — 27,300<br />
Acquisition of property, plant and equipment and intangible assets (3,045,724) (3,818,693)<br />
Sales of investment securities — 15<br />
Repayment of- / (origination of) loans to related parties 1,689,360 (2,189,360)<br />
Acquisition of investments — (6,782,197)<br />
Proceeds from disposal of investments 3,488,794 —<br />
Cash flows from /(used in) investing activities 2,875,024 (12,280,437)<br />
FINANCING ACTIVITIES<br />
Proceeds from borrowings — 52,172<br />
Repayment of borrowings (181,487) (7,539,049)<br />
Dividends paid (27,695,522) (13,979,751)<br />
Cash flows used in financing activities (27,877,009) (21,466,628)<br />
Net (decrease) /increase in cash and cash equivalents (1,173,578) 23,178<br />
Cash and cash equivalents at 1 January 1,740,702 1,691,594<br />
Effect of exchange rate fluctuations on cash and cash equivalents (138) 25,930<br />
Cash and cash equivalents at 31 December 19 566,986 1,740,702<br />
The consolidated statement of cash flows is to be read in conjunction with the notes to, and forming part of, the consolidated<br />
financial statements set out on pages 72 to 94.<br />
71
72<br />
OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />
Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />
1. Background<br />
(a) Russian business environment<br />
The Group’s operations are primarily located in the Russian Federation.<br />
Consequently, the Group is exposed to the economic and financial<br />
markets of the Russian Federation which display characteristics<br />
of an emerging market. The legal, tax and regulatory frameworks<br />
continue development, but are subject to varying interpretations<br />
and frequent changes which together with other legal and fiscal<br />
impediments contribute to the challenges faced by entities operating<br />
in the Russian Federation. The consolidated financial statements reflect<br />
management’s assessment of the impact of the Russian business<br />
environment on the operations and the financial position of the Group.<br />
The future business environment may differ from management’s<br />
assessment.<br />
(b) Organisation and operations<br />
OAO <strong>Baltika</strong> <strong>Breweries</strong> (the “Company”) is an open joint stock<br />
company as defined by the Civil Code of the Russian Federation and<br />
was registered on 21 July 1992, and, through a controlling interest<br />
in eight companies and ten branches (together referred to as the<br />
“Group”), produces and distributes beer, soft drinks and mineral water.<br />
2. Basis of preparation<br />
(a) Statement of compliance<br />
These consolidated financial statements have been prepared<br />
in accordance with International Financial <strong>Report</strong>ing Standard (“IFRSs”).<br />
(b) Basis of measurement<br />
The consolidated financial statements are prepared on the historical<br />
cost basis except that property, plant and equipment was revalued<br />
to determine deemed cost as part of the adoption of IFRSs;<br />
and the carrying amounts of assets, liabilities and equity items<br />
in existence at 31 December 2002 include adjustments for the effects<br />
of hyperinflation, which were calculated using conversion factors<br />
derived from the Russian Federation Consumer Price Index published<br />
by the Russian Statistics Agency, GosKomStat. Russia ceased to be<br />
hyperinflationary for IFRS purposes as at 1 January 2003.<br />
(c) Functional and presentation currency<br />
The national currency of the Russian Federation is the Russian Rouble<br />
(“RUB”), which is the Company’s functional currency, the functional<br />
currency of the majority of the Company’s subsidiaries and the currency<br />
in which these consolidated financial statements are presented. All<br />
financial information presented in RUB has been rounded to the nearest<br />
thousand.<br />
The Company’s registered office is situated at 6 Verkhny pereulok, 3,<br />
St. Petersburg, 194292, Russia.<br />
As at 31 December <strong>2010</strong> Baltic Beverages Holding AB owned and<br />
controlled 93.65 % of the Company’s ordinary shares and 31.9 % of the<br />
Company’s preference shares. The remainder of the ordinary and<br />
preference shares are widely held.<br />
As at 31 December <strong>2010</strong> the Group consisted of twelve production<br />
plants: <strong>Baltika</strong>-Saint-Petersburg, <strong>Baltika</strong>-Tula, <strong>Baltika</strong>-Rostov, <strong>Baltika</strong>-<br />
Samara, <strong>Baltika</strong>-Khabarovsk, <strong>Baltika</strong>-Vena, <strong>Baltika</strong>-Chelyabinsk,<br />
<strong>Baltika</strong>-Pikra, <strong>Baltika</strong>-Yaroslavl, <strong>Baltika</strong>-Voronezh, <strong>Baltika</strong>-Novosibirsk<br />
and <strong>Baltika</strong>-Baku and eight subsidiaries: OOO Terminal Podolsk,<br />
OOO <strong>Baltika</strong>-Ukraine, OOO <strong>Baltika</strong>, <strong>Baltika</strong> S.R.L., OOO <strong>Baltika</strong>-Bel,<br />
<strong>Baltika</strong> Deutschland GmbH, LLC <strong>Baltika</strong>-Baku and OJSC Baku-Pivo.<br />
In November <strong>2010</strong> the Group sold 3 % of the shares<br />
of OOO Universalopttorg to a third party. In December <strong>2010</strong>, it sold the<br />
remaining shares to the same third party. The sale of the subsidiary did<br />
not have a significant effect on the Group’s operations.<br />
Most of the Group’s customers are located in Russia. The Group’s<br />
raw materials are readily available and the Group is not dependent on<br />
a single supplier or only a few suppliers.<br />
Related party transactions are detailed in note 28.<br />
(d) Use of judgements, estimates and assumptions<br />
The preparation of consolidated financial statements in conformity<br />
with IFRSs requires management to make judgments, estimates and<br />
assumptions that affect the application of accounting policies and the<br />
reported amounts of assets, liabilities, income and expenses. Actual<br />
results may differ from those estimates.<br />
Estimates and underlying assumptions are reviewed on an ongoing<br />
basis. Revisions to accounting estimates are recognised in the period<br />
in which the estimates are revised and in any future periods affected.<br />
Information about critical judgments in applying accounting policies<br />
that have the most significant effect on the amounts recognised in the<br />
consolidated financial statements is included in the following notes:<br />
Note 13 — Intangible assets;<br />
Note 17 — Inventories; and<br />
Note 18 — Trade and other receivables
Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />
(e) Changes in accounting policies and presentation<br />
With effect from 1 January <strong>2010</strong>, the Group changed its accounting<br />
policies in the following areas:<br />
accounting for business combinations<br />
accounting for leases of land<br />
distribution of non-cash assets to owners of the Group<br />
(i) Accounting for business combinations<br />
From 1 January <strong>2010</strong> the Group has applied IFRS 3 Business<br />
Combinations (2008) in accounting for business combinations. The<br />
change in accounting policy has been applied prospectively and has had<br />
no material impact on earnings per share.<br />
Business combinations are accounted for using the acquisition<br />
method as at the acquisition date, which is the date on which control<br />
is transferred to the Group. Control is the power to govern the financial<br />
and operating policies of an entity so as to obtain benefits from its<br />
activities. In assessing control, the Group takes into consideration<br />
potential voting rights that currently are exercisable.<br />
Acquisitions on or after 1 January <strong>2010</strong><br />
For acquisitions on or after 1 January <strong>2010</strong>, the Group measures<br />
goodwill at the acquisition date as:<br />
the fair value of the consideration transferred; plus<br />
the recognised amount of any non-controlling interests in the<br />
acquiree; plus, if the business combination is achieved in stages,<br />
the fair value of the existing equity interest in the acquiree; less<br />
the net recognised amount (generally fair value) of the identifiable<br />
assets acquired and liabilities assumed.<br />
When the excess is negative, a bargain purchase gain is recognised<br />
immediately in profit or loss.<br />
The consideration transferred does not include amounts related to the<br />
settlement of pre-existing relationships. Such amounts are generally<br />
recognised in profit or loss.<br />
3. Significant accounting policies<br />
The accounting policies set out below have been consistently applied<br />
to all periods presented in these consolidated financial statements, and<br />
have been applied consistently by Group entities, except as explained<br />
in note 2(e), which addresses changes in accounting policies.<br />
Certain comparative amounts have been reclassified to conform with<br />
the current year’s presentation in the amount of RUB 71,417 thousand<br />
resulting in an increase of revenue and an increase of cost of sales for<br />
the same amount.<br />
Management believes that such presentation is more appropriate.<br />
(a) Basis of consolidation<br />
(i) Business combinations<br />
The Group has changed its accounting policy with respect to accounting<br />
for business combinations. See note 2(e)(i) for further details.<br />
Costs related to the acquisition, other than those associated with the<br />
issue of debt or equity securities, that the Group incurs in connection<br />
with a business combination, are expensed as incurred.<br />
Any contingent consideration payable is recognised at fair value at the<br />
acquisition date. If the contingent consideration is classified as equity,<br />
it is not remeasured and settlement is accounted for within equity.<br />
Otherwise, subsequent changes to the fair value of the contingent<br />
consideration are recognised in profit or loss.<br />
For the measurement of goodwill prior to 1 January <strong>2010</strong>, see note 3(f)<br />
(i).<br />
(ii) Accounting for leases of land<br />
The amendment to IAs 17 Leases regarding the leases of land<br />
became effective from 1 January <strong>2010</strong>. The amendment removed<br />
the earlier exemption which allowed leases of land to be classified<br />
as operating leases regardless of the length of the lease term. The<br />
amended guidance requires all existing leases of land to be reassessed<br />
and reclassified if necessary as finance leases if the finance lease<br />
classification criteria are met. At 1 January <strong>2010</strong>, the Group reassessed<br />
all existing land lease contracts and as a result it was assessed that<br />
existing land lease contracts do not qualify as finance lease contracts<br />
and, therefore, the classification was not changed (see note 25).<br />
(f) Accounting policies for new transactions and events<br />
Distributions of non-cash assets to owners of the Company<br />
From 1 January <strong>2010</strong> the Group has applied IFRIC 17 Distributions<br />
of Non-cash Assets to Owners in accounting for distributions of non-cash<br />
assets to owners of the Company. The new accounting policy has been<br />
applied prospectively.<br />
The Group measures a liability to distribute non-cash assets as a dividend<br />
to the owners of the Company at the fair value of the assets to be<br />
distributed. The carrying amount of the dividend is remeasured at each<br />
reporting date and at the settlement date, with any changes recognised<br />
directly in equity as adjustments to the amount of the distribution. On<br />
settlement of the transaction, the Group recognises the difference, if any,<br />
between the carrying amount of the assets distributed and the carrying<br />
amount of the liability in profit or loss.<br />
(ii) Subsidiaries<br />
Subsidiaries are entities controlled by the Group. The financial<br />
statements of subsidiaries are included in the consolidated financial<br />
statements from the date that control commences until the date that<br />
control ceases. The accounting policies of subsidiaries have been<br />
changed when necessary to align them with the policies adopted by the<br />
Group. Losses applicable to the non-controlling interests in a subsidiary<br />
are allocated to the non-controlling interests even if doing so causes the<br />
non-controlling interests to have a deficit balance.<br />
(iii) Loss of control<br />
Upon the loss of control, the Group derecognises the assets and<br />
liabilities of the subsidiary, any non-controlling interests and the other<br />
components of equity related to the subsidiary. Any surplus or deficit<br />
arising on the loss of control is recognised in profit or loss. If the Group<br />
retains any interest in the previous subsidiary, then such interest<br />
is measured at fair value at the date that control is loSt. Subsequently it<br />
73
74<br />
OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />
is accounted for as an equity-accounted investee or as an available-forsale<br />
financial asset depending on the level of influence retained.<br />
(iv) Investments in associates (equity accounted investees)<br />
Associates are those entities in which the Group has significant<br />
influence, but not control, over the financial and operating policies.<br />
Significant influence is presumed to exist when the Group holds between<br />
20 % and 50 % of the voting power of another entity. Joint ventures<br />
are those entities over whose activities the Group has joint control,<br />
established by contractual agreement and requiring unanimous consent<br />
for strategic financial and operating decisions.<br />
Investments in associates are accounted for using the equity method<br />
and are recognised initially at coSt. The cost of the investment includes<br />
transaction costs.<br />
The consolidated financial statements include the Group’s share of the<br />
income and expenses and equity movements of equity accounted<br />
investees, after adjustments to align the accounting policies with those<br />
of the Group, from the date that significant influence commences until<br />
the date that significant influence ceases.<br />
When the Group’s share of losses exceeds its interest in an equity<br />
accounted investee, the carrying amount of that interest including<br />
any long-term investments is reduced to zero and the recognition<br />
of further losses is discontinued, except to the extent that the Group<br />
has an obligation or has made payments on behalf of the investee.<br />
(v) Transactions eliminated on consolidation<br />
Intra-group balances and transactions, and any unrealised income<br />
and expenses arising from intra-group transactions, are eliminated<br />
in preparing the consolidated financial statements. Unrealised<br />
gains arising from transactions with equity-accounted investees are<br />
eliminated against the investment to the extent of the Group’s interest<br />
in the investee. Unrealised losses are eliminated in the same way<br />
as unrealised gains, but only to the extent that there is no evidence<br />
of impairment.<br />
(b) Foreign currencies<br />
(i) Foreign currency transactions<br />
Transactions in foreign currencies are translated to the respective<br />
functional currencies of Group entities at exchange rates at the dates<br />
of the transactions. Monetary assets and liabilities denominated<br />
in foreign currencies at the reporting date are retranslated to the<br />
functional currency at the exchange rate at that date. The foreign<br />
currency gain or loss on monetary items is the difference between<br />
amortised cost in the functional currency at the beginning of the period,<br />
adjusted for effective interest and payments during the period, and the<br />
amortised cost in foreign currency translated at the exchange rate at the<br />
end of the reporting period.<br />
Non-monetary assets and liabilities denominated in foreign<br />
currencies that are measured at fair value are retranslated to the<br />
functional currency at the exchange rate at the date that the fair value<br />
was determined. Non-monetary items in a foreign currency that are<br />
measured in terms of historical cost are translated using the exchange<br />
rate at the date of the transaction. Foreign currency differences arising<br />
in retranslation are recognised in profit or loss, except for differences<br />
arising on the retranslation of available-for-sale equity instruments which<br />
are recognised in other comprehensive income.<br />
(ii) Foreign operations<br />
The assets and liabilities of foreign operations, including goodwill and<br />
fair value adjustments arising on acquisition, are translated to RUB<br />
at the exchange rate at the reporting date. The income and expenses<br />
of foreign operations are translated to RUB at exchange rates at the<br />
dates of the transactions.<br />
Foreign currency differences are recognised in other comprehensive<br />
income. Since 1 January 2004, the Group’s date of transition to IFRSs,<br />
such differences have been recognised in the foreign currency<br />
translation reserve in equity. However, if the operation is a non-<br />
wholly-owned subsidiary, then the relevant proportionate share of the<br />
translation difference is allocated to the non-controlling interests. When<br />
a foreign operation is disposed of such that control, significant influence<br />
or joint control is lost, the cumulative amount in the translation reserve<br />
related to that foreign operation is reclassified to profit or loss as part<br />
of the gain or loss on disposal. When the Group disposes of only part<br />
of its interest in a subsidiary that includes a foreign operation while<br />
retaining control, the relevant proportion of the cumulative amount<br />
is reattributed to non-controlling interests. When the Group disposes<br />
of only part of its investment in an associate or joint venture that<br />
includes a foreign operation while retaining significant influence or joint<br />
control, the relevant proportion of the cumulative amount is reclassified<br />
to profit or loss.<br />
When the settlement of a monetary item receivable from or payable<br />
to a foreign operation is neither planned nor likely in the foreseeable<br />
future, foreign exchange gains and losses arising from such a monetary<br />
item are considered to form part of a net investment in a foreign<br />
operation and are recognised in other comprehensive income, and<br />
presented in the translation reserve in equity.<br />
(c) Financial instruments<br />
(i) Non-derivative financial instruments<br />
Non-derivative financial instruments comprise investments in equity<br />
securities, trade and other receivables, cash and cash equivalents,<br />
loans and borrowings, and trade and other payables.<br />
The Group initially recognises loans and receivables and deposits on the<br />
date that they are originated. All other financial assets are recognised<br />
initially on the trade date at which the Group becomes a party to the<br />
contractual provisions of the instrument.<br />
The Group derecognises a financial asset when the contractual<br />
rights to the cash flows from the asset expire, or it transfers the<br />
rights to receive the contractual cash flows on the financial asset<br />
in a transaction in which substantially all the risks and rewards<br />
of ownership of the financial asset are transferred. Any interest<br />
in transferred financial assets that is created or retained by the Group<br />
is recognised as a separate asset or liability.<br />
Financial assets and liabilities are offset and the net amount presented<br />
in the statement of financial position when, and only when, the Group<br />
has a legal right to offset the amounts and intends either to settle on<br />
a net basis or to realise the asset and settle the liability simultaneously.<br />
The Group classifies non-derivative financial assets into the following<br />
categories: loans and receivables and available-for-sale financial assets.<br />
Loans and receivables<br />
Loans and receivables are a category of financial assets with fixed<br />
or determinable payments that are not quoted in an active market.<br />
Such assets are recognised initially at fair value plus any directly<br />
attributable transaction costs. Subsequent to initial recognition loans and<br />
receivables are measured at amortised cost using the effective interest<br />
method, less any impairment losses. Loans and receivables comprise<br />
the following classes of assets: loans and receivables as presented<br />
in note 15 and trade and other receivables as presented in note 18.<br />
Cash and cash equivalents<br />
Cash and cash equivalents comprise cash balances, deposits and<br />
highly liquid investments with maturities at initial recognition of three<br />
months or less.<br />
Available-for-sale financial assets<br />
Available-for-sale financial assets are non-derivative financial assets<br />
that are designated as available-for-sale or are not classified in any<br />
of the above categories of financial assets. Such assets are recognised<br />
initially at fair value plus any directly attributable transaction costs.<br />
Subsequent to initial recognition, they are measured at fair value and<br />
changes therein, other than impairment losses (see note 3(i)(i)) and<br />
foreign currency differences on available-for-sale debt instruments<br />
(see note 3(b)(i)), are recognised in other comprehensive income and
Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />
presented within equity in the fair value reserve. When an investment<br />
is derecognised or impaired, the cumulative gain or loss in equity<br />
is transferred to profit or loss. Unquoted equity instruments whose fair<br />
value cannot reliably be measured are carried at coSt.<br />
Available-for-sale financial assets comprise equity securities.<br />
(ii) Non-derivative financial liabilities<br />
The Group initially recognises debt securities issued and subordinated<br />
liabilities on the date that they are originated. All other financial liabilities<br />
are recognised initially on the trade date at which the Group becomes<br />
a party to the contractual provisions of the instrument.<br />
The Group derecognises a financial liability when its contractual<br />
obligations are discharged or cancelled or expire.<br />
Financial assets and liabilities are offset and the net amount presented<br />
in the statement of financial position when, and only when, the Group<br />
has a legal right to offset the amounts and intends either to settle on<br />
a net basis or to realise the asset and settle the liability simultaneously.<br />
The Group classifies non-derivative financial liabilities into the other<br />
financial liabilities category. Such financial liabilities are recognised<br />
initially at fair value less any directly attributable transaction costs.<br />
Subsequent to initial recognition these financial liabilities are measured<br />
at amortised cost using the effective interest method.<br />
Other financial liabilities comprise loans and borrowings and trade and<br />
other payables.<br />
(d) Share capital<br />
Ordinary shares<br />
Ordinary shares are classified as equity. Incremental costs directly<br />
attributable to issue of ordinary shares and share options are recognised<br />
as a deduction from equity, net of any tax effects.<br />
Preference share capital<br />
Preference share capital is classified as equity if it is non-redeemable,<br />
or redeemable only at the Company’s option, and any dividends<br />
are discretionary. Dividends thereon are recognised as distributions<br />
within equity upon approval by the Company’s shareholders.<br />
Repurchase, disposal and reissue of share capital (treasury shares)<br />
When share capital recognised as equity is repurchased, the amount<br />
of the consideration paid, which includes directly attributable costs,<br />
is net of any tax effects, and is recognised as a deduction from<br />
equity. Repurchased shares are classified as treasury shares and<br />
are presented in the reserve for own shares. When treasury shares<br />
are sold or reissued subsequently, the amount received is recognized<br />
as an increase in equity, and the resulting surplus or deficit on the<br />
transaction is presented in share premium.<br />
(e) Property, plant and equipment<br />
(i) Recognition and measurement<br />
Items of property, plant and equipment, except for land, are measured<br />
at cost less accumulated depreciation and impairment losses. The<br />
cost of property, plant and equipment at 1 January 2004, the date<br />
of transition to IFRSs, was determined by reference to its fair value at<br />
that date.<br />
Cost includes expenditures that are directly attributable to the acquisition<br />
of the asset. The cost of self-constructed assets includes the cost<br />
of materials and direct labour, any other costs directly attributable<br />
to bringing the asset to a working condition for its intended use, and the<br />
costs of dismantling and removing the items and restoring the site on<br />
which they are located, and capitalised borrowing costs. Cost also may<br />
include transfers from equity of any gain or loss on qualifying cash flow<br />
hedges of foreign currency purchases of property, plant and equipment.<br />
Purchased software that is integral to the functionality of the related<br />
equipment is capitalised as part of that equipment.<br />
When parts of an item of property, plant and equipment have<br />
different useful lives, they are accounted for as separate items (major<br />
components) of property, plant and equipment.<br />
The gain or loss on disposal of an item of property, plant and equipment<br />
is determined by comparing the proceeds from disposal with the<br />
carrying amount of property, plant and equipment, and is recognised net<br />
within other income/other expenses in profit or loss.<br />
(ii) Subsequent costs<br />
The cost of replacing a component of an item of property, plant<br />
and equipment is recognised in the carrying amount of the item if it<br />
is probable that the future economic benefits embodied within the<br />
component will flow to the Group and its cost can be measured reliably.<br />
The carrying amount of the replaced component is derecognized. The<br />
costs of the day-to-day servicing of property, plant and equipment are<br />
recognised in profit or loss as incurred.<br />
(iii) Depreciation<br />
Depreciation is based on the cost of an asset less its residual value.<br />
Significant components of individual assets are assessed and if<br />
a component has a useful life that is different from the remainder of that<br />
asset, that component is depreciated separately.<br />
Depreciation is recognised in profit or loss on a straight-line basis over<br />
the estimated useful lives of each part of an item of property, plant<br />
and equipment, since this most closely reflects the expected pattern<br />
of consumption of the future economic benefits embodied in the asset.<br />
Leased assets are depreciated over the shorter of the lease term and<br />
their useful lives unless it is reasonably certain that the Group will<br />
obtain ownership by the end of the lease term. Land is not depreciated.<br />
The estimated useful lives for the current and comparative periods are<br />
as follows:<br />
Buildings 20–40 years<br />
Machinery and equipment 3–20 years<br />
Kegs 10 years<br />
Depreciation methods, useful lives and residual values are reviewed at<br />
each financial year end and adjusted if appropriate.<br />
(f) Intangible assets<br />
(i) Goodwill<br />
Goodwill (negative goodwill) that arises on the acquisition of subsidiaries<br />
is included in intangible assets. For the measurement of goodwill at<br />
initial recognition, see note 2(e)(i).<br />
Acquisitions prior to 1 January 2004<br />
As part of its transition to IFRSs, the Group elected to restate only<br />
those business combinations that occurred on or after 1 January 2004.<br />
In respect of acquisitions prior to 1 January 2004, goodwill represents<br />
the difference between the Company’s interest in a subsidiary’s net<br />
identifiable assets on the date of transition and the cost of that interest.<br />
Acquisitions between 1 January 2004 and 1 January <strong>2010</strong><br />
For acquisitions between 1 January 2004 and 1 January <strong>2010</strong>, goodwill<br />
represents the excess of the cost of the acquisition over the Group’s<br />
interest in the net fair value of the identifiable assets, liabilities and<br />
contingent liabilities of the acquiree. When the excess is negative<br />
(negative goodwill), it is recognised immediately in profit or loss.<br />
Subsequent measurement<br />
Goodwill is measured at cost less accumulated impairment losses.<br />
In respect of equity accounted investees, the carrying amount<br />
of goodwill is included in the carrying amount of the investment, and<br />
an impairment loss on such an investment is not allocated to any asset,<br />
including goodwill, that forms part of the carrying amount of the equityaccounted<br />
investee.<br />
75
76<br />
OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />
(ii) Other intangible assets<br />
Other intangible assets that are acquired by the Group, which have finite<br />
useful lives, are measured at cost less accumulated amortisation and<br />
accumulated impairment losses.<br />
(iii) Subsequent expenditure<br />
Subsequent expenditure is capitalised only when it increases the future<br />
economic benefits embodied in the specific asset to which it relates. All<br />
other expenditure, including expenditure on internally generated goodwill<br />
and brands is recognised in profit or loss as incurred.<br />
(iv) Amortisation<br />
Amortisation is calculated over the cost of the asset, or other amount<br />
substituted for cost, less its residual value.<br />
Amortisation is recognised in profit or loss on a straight-line basis over<br />
the estimated useful lives of intangible assets, other than goodwill,<br />
from the date that they are available for use since this most closely<br />
reflects the expected pattern of consumption of future economic benefits<br />
embodied in the asset. The estimated useful lives of other intangible<br />
assets, which comprise trademarks, software and licences, for the<br />
current and comparative periods vary from between 1 and 10 years.<br />
Amortisation methods, useful lives and residual values are reviewed at<br />
each financial year end and adjusted if appropriate.<br />
(g) Leased assets<br />
Leases in terms of which the Group assumes substantially all the risks<br />
and rewards of ownership are classified as finance leases. Upon initial<br />
recognition the leased asset is measured at an amount equal to the<br />
lower of its fair value and the present value of the minimum lease<br />
payments. Subsequent to initial recognition, the asset is accounted for<br />
in accordance with the accounting policy applicable to that asset.<br />
Other leases are operating leases and the leased assets are not<br />
recognised on the Group’s statement of financial position.<br />
(h) Inventories<br />
Inventories are measured at the lower of cost and net realisable value.<br />
The cost of inventories is based on the weighted average principle and<br />
includes expenditure incurred in acquiring the inventories, production<br />
or conversion costs and other costs incurred in bringing them to their<br />
existing location and condition. In the case of manufactured inventories<br />
and work in progress, cost includes an appropriate share of overheads<br />
based on normal operating capacity.<br />
Net realisable value is the estimated selling price in the ordinary<br />
course of business, less the estimated costs of completion and selling<br />
expenses.<br />
(i) Impairment<br />
(i) Non-derivative financial assets<br />
A financial asset not carried at fair value through profit or loss is assessed<br />
at each reporting date to determine whether there is any objective<br />
evidence that it is impaired. A financial asset is impaired if objective<br />
evidence indicates that a loss event has occurred after the initial recognition<br />
of the asset, and that the loss event had a negative effect on the<br />
estimated future cash flows of that asset that can be estimated reliably.<br />
Objective evidence that financial assets (including equity securities) are<br />
impaired can include default or delinquency by a debtor, restructuring<br />
of an amount due to the Group on terms that the Group would not<br />
consider otherwise, indications that a debtor or issuer will enter<br />
bankruptcy, adverse changes in the payment status of borrowers or<br />
issuers in the Group, economic conditions that correlate with defaults<br />
or the disappearance of an active market for a security. In addition, for<br />
an investment in an equity security, a significant or prolonged decline<br />
in its fair value below its cost is objective evidence of impairment.<br />
Loans and receivables<br />
The Group considers evidence of impairment for loans and receivables<br />
at both a specific asset and collective level. All individually significant<br />
loans and receivables are assessed for specific impairment. All<br />
individually significant loans and receivables found not to be specifically<br />
impaired are then collectively assessed for any impairment that<br />
has been incurred but not yet identified. Loans and receivables that are<br />
not individually significant are collectively assessed for impairment by<br />
grouping together loans and receivables with similar risk characteristics.<br />
In assessing collective impairment the Group uses historical trends<br />
of the probability of default, timing of recoveries and the amount of loss<br />
incurred, adjusted for management’s judgement as to whether current<br />
economic and credit conditions are such that the actual losses are likely<br />
to be greater or less than suggested by historical trends.<br />
An impairment loss in respect of a financial asset measured at amortised<br />
cost is calculated as the difference between its carrying amount, and<br />
the present value of the estimated future cash flows discounted at the<br />
asset’s original effective interest rate. Losses are recognised in profit<br />
or loss and reflected in an allowance account against receivables.<br />
Interest on the impaired asset continues to be recognised through<br />
the unwinding of the discount. When a subsequent event causes the<br />
amount of impairment loss to decrease, the decrease in impairment loss<br />
is reversed through profit or loss.<br />
Available-for-sale financial assets<br />
Impairment losses on available-for-sale investment securities are<br />
recognised by reclassifying the losses accumulated in the fair value<br />
reserve in equity, to profit or loss. The cumulative loss that is reclassified<br />
from equity to profit or loss is the difference between the acquisition<br />
cost, net of any principal repayment and amortisation, and the current<br />
fair value, less any impairment loss previously recognised in profit<br />
or loss. Changes in impairment provisions attributable to application<br />
of the effective interest method are reflected as a component of interest<br />
income. If, in a subsequent period, the fair value of an impaired<br />
available-for-sale debt security increases and the increase can be<br />
related objectively to an event occurring after the impairment loss<br />
was recognised in profit or loss, then the impairment loss is reversed,<br />
with the amount of the reversal recognised in profit or loss. However,<br />
any subsequent recovery in the fair value of an impaired available-forsale<br />
equity security is recognised in other comprehensive income.<br />
(ii) Non-financial assets<br />
The carrying amounts of the Group’s non-financial assets, other<br />
than inventories and deferred tax assets are reviewed at each reporting<br />
date to determine whether there is any indication of impairment. If any<br />
such indication exists, then the asset’s recoverable amount is estimated.<br />
For goodwill and intangible assets that have indefinite lives or that are<br />
not yet available for use, the recoverable amount is estimated each<br />
year at the same time. An impairment loss is recognised if the carrying<br />
amount of an asset or its related cash-generating unit (CGU) exceeds its<br />
estimated recoverable amount.<br />
The recoverable amount of an asset or CGU is the greater of its value<br />
in use and its fair value less costs to sell. In assessing value in use,<br />
the estimated future cash flows are discounted to their present value<br />
using a pre-tax discount rate that reflects current market assessments<br />
of the time value of money and the risks specific to the asset or CGU.<br />
For the purpose of impairment testing, assets that cannot be tested<br />
individually are grouped together into the smallest group of assets that<br />
generates cash inflows from continuing use that are largely independent<br />
of the cash inflows of other assets or groups of assets or CGU. Subject<br />
to an operating segment ceiling test, for the purposes of goodwill<br />
impairment testing, CGUs to which goodwill has been allocated are<br />
aggregated so that the level at which impairment testing is performed<br />
reflects the lowest level at which goodwill is monitored for internal<br />
reporting purposes. Goodwill acquired in a business combination<br />
is allocated to groups of CGUs that are expected to benefit from the<br />
synergies of the combination.<br />
The Group’s corporate assets do not generate separate cash inflows<br />
and tested for impairment as part of the testing of the CGU to which the<br />
corporate asset is allocated.
Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />
Impairment losses are recognised in profit or loss. Impairment losses<br />
recognised in respect of CGUs are allocated first to reduce the carrying<br />
amount of any goodwill allocated to the CGU (group of CGUs), and then<br />
to reduce the carrying amounts of the other assets in the CGU (group<br />
of CGUs) on a pro rata basis.<br />
An impairment loss in respect of goodwill is not reversed. In respect<br />
of other assets, impairment losses recognised in prior periods are<br />
assessed at each reporting date for any indications that the loss<br />
has decreased or no longer exists. An impairment loss is reversed<br />
if there has been a change in the estimates used to determine the<br />
recoverable amount. An impairment loss is reversed only to the extent<br />
that the asset’s carrying amount does not exceed the carrying amount<br />
that would have been determined, net of depreciation or amortisation, if<br />
no impairment loss had been recognised.<br />
(j) Employee benefits<br />
(i) Defined contribution plans<br />
A defined contribution plan is a post-employment benefit plan under<br />
which an entity pays fixed contributions into a separate entity and<br />
will have no legal or constructive obligation to pay further amounts.<br />
Obligations for contributions to defined contribution pension plans,<br />
including Russia’s State pension fund, are recognised as an employee<br />
benefit expense in profit or loss in the periods during which services<br />
are rendered by employees. Prepaid contributions are recognised<br />
as an asset to the extent that a cash refund or a reduction in future<br />
payments is available. Contributions to a defined contribution plan that<br />
are due more than 12 months after the end of the period in which the<br />
employees render the service are discounted to their present value.<br />
(ii) Short-term benefits<br />
Short-term employee benefit obligations are measured on<br />
an undiscounted basis and are expensed as the related service<br />
is provided. A liability is recognised for the amount expected to be<br />
paid under short-term cash bonus or profit-sharing plans if the Group<br />
has a present legal or constructive obligation to pay this amount<br />
as a result of past service provided by the employee, and the obligation<br />
can be estimated reliably.<br />
(k) Provisions<br />
A provision is recognised if, as a result of a past event, the Group<br />
has a present legal or constructive obligation that can be estimated<br />
reliably, and it is probable that an outflow of economic benefits will<br />
be required to settle the obligation. Provisions are determined by<br />
discounting the expected future cash flows at a pre-tax rate that reflects<br />
current market assessments of the time value of money and the risks<br />
specific to the liability. The unwinding of the discount is recognised<br />
as finance cost.<br />
(l) Revenue<br />
Revenue from the sale of goods in the course of ordinary activities<br />
is measured at the fair value of the consideration received or receivable,<br />
net of returns, excise taxes, trade discounts and volume rebates.<br />
Revenue is recognised when persuasive evidence exists, usually in the<br />
form of an executed sales agreement, that the significant risks and<br />
rewards of ownership have been transferred to the buyer, recovery<br />
of the consideration is probable, the associated costs and possible<br />
return of goods can be estimated reliably, and there is no continuing<br />
management involvement with the goods, and the amount of revenue<br />
can be measured reliably. If it is probable that discounts will be<br />
granted and the amount can be measured reliably, then the discount<br />
is recognised as a reduction of revenue as the sales are recognised.<br />
The timing of the transfers of risks and rewards varies depending on the<br />
individual terms of the contract of sale. For certain sales, transfer usually<br />
occurs upon dispatch of the products to the customer; for other sales,<br />
transfer occurs upon receipt of the products by the customer.<br />
(m) Other expenses<br />
(i) Lease payments<br />
Payments made under operating leases are recognised in profit or loss<br />
on a straight-line basis over the term of the lease. Lease incentives<br />
received are recognised as an integral part of the total lease expense,<br />
over the term of the lease.<br />
(ii) Social expenditure<br />
To the extent that the Group’s contributions to social programs benefit<br />
the community at large and are not restricted to the Group’s employees,<br />
they are recognised in profit or loss as incurred.<br />
(n) Finance income and finance costs<br />
Finance income comprises interest income on funds invested (including<br />
available-for-sale financial assets), gains on the disposal of availablefor-sale<br />
financial assets and foreign currency gains. Interest income<br />
is recognised as it accrues in profit or loss, using the effective interest<br />
method.<br />
Finance costs comprise interest expense on borrowings and foreign<br />
currency losses.<br />
Borrowing costs that are not directly attributable to the acquisition,<br />
construction or production of a qualifying asset are recognised in profit<br />
or loss using the effective interest method.<br />
Foreign currency gains and losses are reported on a gross basis.<br />
(o) Income tax<br />
Income tax expense comprises current and deferred tax. Current tax and<br />
deferred tax are recognised in profit or loss except to the extent that it<br />
relates to a business combination, or items recognised directly in equity<br />
or in other comprehensive income.<br />
Current tax is the expected tax payable or receivable on the taxable<br />
income or loss for the year, using tax rates enacted or substantively<br />
enacted at the reporting date, and any adjustment to tax payable<br />
in respect of previous years.<br />
Deferred tax is recognised in respect of temporary differences between<br />
the carrying amounts of assets and liabilities for financial reporting<br />
purposes and the amounts used for taxation purposes. Deferred tax<br />
is not recognised for:<br />
temporary differences on the initial recognition of assets or<br />
liabilities in a transaction that is not a business combination and<br />
that affects neither accounting nor taxable profit or loss;<br />
temporary differences related to investments in subsidiaries and<br />
jointly controlled entities to the extent that it is probable that they<br />
will not reverse in the foreseeable future; and<br />
taxable temporary differences arising on the initial recognition<br />
of goodwill.<br />
Deferred tax is measured at the tax rates that are expected to be applied<br />
to the temporary differences when they reverse, based on the laws that<br />
have been enacted or substantively enacted by the reporting date.<br />
Deferred tax assets and liabilities are offset if there is a legally<br />
enforceable right to offset current tax assets and liabilities, and they<br />
relate to income taxes levied by the same tax authority on the same<br />
taxable entity, or on different tax entities, but they intend to settle current<br />
tax liabilities and assets on a net basis or their tax assets and liabilities<br />
will be realised simultaneously.<br />
In accordance with the tax legislation of the Russian Federation, tax<br />
losses and current tax assets of a company in the Group may not be<br />
set off against taxable profits and current tax liabilities of other Group<br />
77
78<br />
OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />
companies. In addition, the tax base is determined separately for each<br />
of the Group’s main activities and, therefore, tax losses and taxable<br />
profits related to different activities cannot be offset.<br />
A deferred tax asset is recognised for unused tax losses, tax credits<br />
and deductible temporary differences, to the extent that it is probable<br />
that future taxable profits will be available against which they can be<br />
utilised. Deferred tax assets are reviewed at each reporting date and are<br />
reduced to the extent that it is no longer probable that the related tax<br />
benefit will be realised.<br />
(p) Earnings per share<br />
The Group presents basic and diluted earnings per share (“EPS”)<br />
data for its ordinary shares. Basic EPS is calculated by dividing the<br />
profit or loss attributable to ordinary shareholders of the Company by<br />
the weighted average number of ordinary shares outstanding during<br />
the period, adjusted for own shares held. Diluted EPS is determined by<br />
adjusting the profit or loss attributable to ordinary shareholders and the<br />
weighted average number of ordinary shares outstanding, adjusted for<br />
own shares held, for the effects of all dilutive potential ordinary shares.<br />
(q) Segment reporting<br />
An operating segment is a component of the Group that engages<br />
in business activities from which it may earn revenues and incur<br />
expenses, including revenues and expenses that relate to transactions<br />
with any of the Group’s other components. All operating segments’<br />
operating results are reviewed regularly by the Group’s Management<br />
Board to make decisions about resources to be allocated to the segment<br />
and assess its performance, and for which discrete financial information<br />
is available.<br />
Segment results that are reported to the Group’s Management Board<br />
include items directly attributable to a segment.<br />
Segment capital expenditure is the total cost incurred during the year<br />
to acquire property, plant and equipment, and intangible assets other<br />
than goodwill.<br />
(r) New Standards and Interpretations not yet adopted<br />
A number of new Standards, amendments to Standards and<br />
Interpretations are not yet effective as at 31 December <strong>2010</strong>, and<br />
have not been applied in preparing these consolidated financial<br />
statements. Of these pronouncements, potentially the following will have<br />
an impact on the Group’s operations. The Group plans to adopt these<br />
pronouncements when they become effective.<br />
Revised IAs 24 Related Party Disclosures (<strong>2010</strong>) introduces<br />
an exemption from the basic disclosure requirements in relation<br />
to related party disclosures and outstanding balances, including<br />
commitments, for government-related entities. Additionally, the<br />
4. Determination of fair values<br />
A number of the Group’s accounting policies and disclosures require the<br />
determination of fair value, for both financial and non-financial assets<br />
and liabilities. Fair values have been determined for measurement and<br />
disclosure purposes based on the following methods. When applicable,<br />
further information about the assumptions made in determining fair<br />
values is disclosed in the notes specific to that asset or liability.<br />
(a) Property, plant and equipment<br />
The fair value of property, plant and equipment recognised as a result<br />
of a business combination is based on market values. The market<br />
value of property is the estimated amount for which a property could be<br />
exchanged on the date of valuation between a willing buyer and a willing<br />
standard has been revised to simplify some of the presentation<br />
guidance that was previously non-reciprocal. The revised standard<br />
is to be applied retrospectively for annual periods beginning on<br />
or after 1 January 2011. The Group has not yet determined the<br />
potential effect of the revised standard.<br />
Amended IFRS 7 Disclosures — Transfers of Financial Assets<br />
introduces additional disclosure requirements for transfers<br />
of financial assets in situations where assets are not derecognised<br />
in their entirety or where the assets are derecognised in their<br />
entirety but a continuing involvement in the transferred assets<br />
is retained. The new disclosure requirements are designated<br />
to enable the users of financial statements to better understand<br />
the nature of the risks and rewards associated with these assets.<br />
The amendment is effective for annual periods beginning on or<br />
after 1 July 2011. The Group has not yet determined the potential<br />
effect of the amendment.<br />
IFRS 9 Financial Instruments will be effective for annual periods<br />
beginning on or after 1 January 2013. The new standard is to be<br />
issued in phases and is intended ultimately to replace International<br />
Financial <strong>Report</strong>ing Standard IAs 39 Financial Instruments:<br />
Recognition and Measurement. The first phase of IFRS 9<br />
was issued in November 2009 and relates to the classification<br />
and measurement of financial assets. The second phase<br />
regarding classification and measurement of financial liabilities<br />
was published in October <strong>2010</strong>. The remaining parts of the<br />
standard are expected to be issued during the first half of 2011.<br />
The Group recognises that the new standard introduces many<br />
changes to the accounting for financial instruments and is likely<br />
to have a significant impact on Group’s consolidated financial<br />
statements. The impact of these changes will be analysed during<br />
the course of the project as further phases of the standard are<br />
issued. The Group does not intend to adopt this standard early.<br />
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments<br />
provides guidance on accounting for debt for equity swaps by<br />
the debtor. The interpretation clarifies that an entity’s equity<br />
instruments qualify as “consideration paid” in accordance with<br />
paragraph 41 of International Financial <strong>Report</strong>ing Standards<br />
IAs 39 Financial Instruments: Recognition and Measurement.<br />
Additionally, the interpretation clarifies how to account for the<br />
initial measurement of own equity instruments issued to extinguish<br />
a financial liability and how to account for the difference between<br />
the carrying amount of the financial liability extinguished and the<br />
initial measurement amount of the equity instruments issued.<br />
IFRIC 19 is applicable for annual periods beginning on or after<br />
1 July <strong>2010</strong>.<br />
Various Improvements to IFRSs have been dealt with on a standard-by-standard<br />
basis. All amendments, which result in accounting<br />
changes for presentation, recognition or measurement purposes,<br />
will come into effect not earlier than 1 January 2011. The Group<br />
has not yet analysed the likely impact of the improvements on its<br />
financial position or performance.<br />
seller in an arm’s length transaction after proper marketing wherein the<br />
parties had each acted knowledgeably and willingly. The fair value<br />
of items of plant and equipment is based on market approach and cost<br />
approaches using quoted market prices for similar items when available.<br />
When no quoted market prices are available, the fair value of property,<br />
plant and equipment is primarily determined using depreciated<br />
replacement coSt. This method considers the cost to reproduce or<br />
replace the property, plant and equipment, adjusted for physical,<br />
functional or economical depreciation, and obsolescence.
Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />
(b) Intangible assets<br />
The fair value of patents and trademarks acquired in a business<br />
combination is based on the discounted estimated royalty payments that<br />
have been avoided as a result of the patent or trademark being owned.<br />
The fair value of other intangible assets is based on the discounted<br />
cash flows expected to be derived from the use and eventual sale of the<br />
assets.<br />
(c) Inventories<br />
The fair value of inventories acquired in a business combination<br />
is determined based on its estimated selling price in the ordinary course<br />
of business less the estimated costs of completion and sale, and<br />
a reasonable profit margin based on the effort required to complete and<br />
sell the inventories.<br />
5. Segment reporting<br />
The Group is engaged in the production and distribution of beer, soft<br />
drinks and mineral water and has identified these operations as a single<br />
reportable segment.<br />
The Group identified the segment in accordance with the criteria set<br />
in IFRS 8 Operating Segments and based on the way the operations<br />
of the Group are regularly reviewed by the chief operating decision<br />
maker to analyze performance and allocate resources within the Group.<br />
The Group’s chief operating decision maker has been determined as the<br />
Management Board.<br />
The segment represents the Group’s business of production<br />
and distribution of beer, soft drinks and mineral water in Russia,<br />
Azerbaijan and other countries. Currently the Group’s operations<br />
in Azerbaijan and other countries make an insignificant contribution<br />
to the financial results of the Group.<br />
Within the segment all business components demonstrate similar<br />
economic characteristics:<br />
the products and customers;<br />
the business processes are integrated and uniform: the Group<br />
manages its operations centrally. Purchasing, logistics, finance,<br />
HR and IT functions are centralized;<br />
the Group’s activities are mainly limited to Russia which<br />
has a uniform regulatory environment.<br />
The Management Board assesses the performance of the operating<br />
segment based on measures for sales, adjusted earnings before<br />
interest, tax, depreciation and amortization (EBITDA), segment assets<br />
and segment liabilities and other information are consistent with that<br />
in the consolidated financial statements.<br />
The accounting policies used for the segment are the same<br />
as accounting policies applied for the consolidated financial statements<br />
as described in note 3.<br />
(d) Equity and debt securities<br />
The fair value of equity securities is determined by reference to their<br />
quoted closing bid price at the reporting date, or if unquoted, determined<br />
using a valuation technique. Valuation techniques employed include<br />
market multiples and discounted cash flow analysis using expected<br />
future cash flows and a market-related discount rate.<br />
(e) Trade and other receivables<br />
The fair value of trade and other receivables is estimated as the present<br />
value of future cash flows, discounted at the market rate of interest at<br />
the reporting date. This fair value is determined for disclosure purposes<br />
or when acquired in a business combination.<br />
(f) Non-derivative financial liabilities<br />
Fair value, which is determined for disclosure purposes, is calculated<br />
based on the present value of future principal and interest cash flows,<br />
discounted at the market rate of interest at the reporting date.<br />
The segment information for the year ended 31 December <strong>2010</strong><br />
is as follows:<br />
’000 RUB <strong>2010</strong> 2009<br />
Revenue 79,306,979 93,720,164<br />
EBITDA (including share of loss<br />
of equity accounted investees<br />
(net of income tax) RUB (57,629)<br />
thousand (2009: RUB (29,734)<br />
thousand ))<br />
29,186,803 34,261,825<br />
Segment assets 70,640,207 79,638,567<br />
Investments in equity accounted<br />
investees<br />
215,186 293,183<br />
Capital expenditures 2,604,981 3,421,431<br />
Segment liabilities 15,612,370 15,957,254<br />
A reconciliation of EBITDA to profit for the year is as follows:<br />
’000 RUB <strong>2010</strong> 2009<br />
EBITDA (including share of loss<br />
of equity accounted investees (net<br />
of income tax))<br />
Depreciation and amortisation and<br />
impairment losses on property,<br />
plant and equipment<br />
29,186,803 34,261,825<br />
(5,555,657) (4,644,309)<br />
Finance income 1,269,192 1,834,591<br />
Finance costs (712,991) (2,349,918)<br />
Profit before income tax 24,187,347 29,102,189<br />
Income tax (5,016,165) (5,729,920)<br />
Profit for the year 19,171,182 23,372,269<br />
Approximately 17.9 % (2009: 14.9 %) of the Group’s revenue<br />
is attributable to sales transactions with a single customer. Substantially<br />
all of Group’s customers are located in the Russian Federation.<br />
79
80<br />
OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />
6. Other income 7. Administrative expenses<br />
Gain on disposal of property, plant<br />
and equipment and intangible<br />
assets<br />
8. Other expenses<br />
Impairment losses on property,<br />
plant and equipment<br />
<strong>2010</strong><br />
’000 RUB<br />
<strong>2010</strong><br />
’000 RUB<br />
2009<br />
’000 RUB<br />
72,902 72,217<br />
Gain on disposal of subsidiary 2,568 —<br />
Other income 81 —<br />
75,551 72,217<br />
2009<br />
’000 RUB<br />
(550,248) —<br />
Other expenses (983) —<br />
(551,231) —<br />
9. Personnel costs<br />
<strong>2010</strong><br />
’000 RUB<br />
2009<br />
’000 RUB<br />
Wages and salaries 5,800,568 5,976,138<br />
Compulsory social security<br />
contributions<br />
1,030,152 1,029,079<br />
Other payroll expenses 473,818 575,089<br />
Contributions to defined<br />
contribution plan<br />
<strong>2010</strong><br />
’000 RUB<br />
2009<br />
’000 RUB<br />
Wages and salaries 819,518 825,486<br />
Depreciation and amortisation 533,724 484,592<br />
Information technology and<br />
communications<br />
Compulsory social security<br />
contributions<br />
145,829 170,580<br />
112,690 105,673<br />
Other payroll expenses 74,450 105,064<br />
Facilities 90,399 94,432<br />
Charity 20,920 35,244<br />
Contributions to defined<br />
contribution plan<br />
11,003 9,989<br />
Other administrative expenses 620,467 697,661<br />
2,429,000 2,528,721<br />
11,003 9989<br />
7,315,541 7,590,295
Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />
10. Finance income and finance costs<br />
Recognised in profit or loss<br />
<strong>2010</strong><br />
’000 RUB<br />
2009<br />
’000 RUB<br />
Foreign exchange gain 725,796 1,368,249<br />
Interest income on bank deposits 406,766 372,086<br />
Interest income on loans and receivables 136,630 94,256<br />
Finance income 1,269,192 1,834,591<br />
Foreign exchange loss (711,966) (2,159,599)<br />
Interest expense on financial liabilities measured at amortised cost (1025) (190,319)<br />
Finance costs recognised in profit or loss (712,991) (2,349,918)<br />
The above financial income and costs include the following in respect of assets/(liabilities) not at<br />
fair value through profit and loss:<br />
Total interest income on financial assets 543,396 466,342<br />
Total interest expense on financial liabilities (1,025) (190,319)<br />
Recognised in other comprehensive income<br />
Foreign currency translation differences for foreign operations 62,340 257,818<br />
Finance income recognised in other comprehensive income, net of tax 62,340 257,818<br />
11. Income tax expense<br />
<strong>2010</strong><br />
’000 RUB<br />
2009<br />
’000 RUB<br />
Current tax expense<br />
Current year<br />
Deferred tax expense<br />
4,705,847 5,498,430<br />
Origination and reversal of temporary differences 310,318 231,490<br />
Total income tax expense 5,016,165 5,729,920<br />
The Group’s applicable tax rate is the corporate income tax rate of 20 % for Russian companies (2009: 20 %).<br />
Reconciliation of effective tax rate:<br />
<strong>2010</strong><br />
’000 RUB<br />
%<br />
2009<br />
’000 RUB<br />
Profit before income tax 24,187,347 100 29,102,189 100<br />
Income tax at applicable tax rate 4,837,469 20,0 5,820,438 20,0<br />
Non-deductible expenses 361,430 1,5 353,281 1,2<br />
Effects of tax concessions (259,946) (1,1) (496,860) (1,7)<br />
Other 77,212 0,3 53,061 0,2<br />
5,016,165 20,7 5,729,920 19,7<br />
%<br />
81
82<br />
12. Property, plant and equipment<br />
’000 RUB<br />
OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />
Land and<br />
buildings<br />
Machinery<br />
and<br />
equipment<br />
Kegs<br />
Construction<br />
in progress<br />
Cost / Deemed cost<br />
At 1 January 2009 11,756,074 43,770,044 2,280,204 4,896,028 62,702,350<br />
Additions 391,620 2,609,742 — 420,069 3,421,431<br />
Disposals (11,796) (199,545) (19,524) (1,358) (232,223)<br />
Transfers 2,654,700 441,446 (10,258) (3,088,393) (2,505)<br />
Effect of movements in exchange rates 34,468 (19,323) (493) 11,430 26,082<br />
At 31 December 2009 14,825,066 46,602,364 2,249,929 2,237,776 65,915,135<br />
Additions 84,623 2,036,599 15,603 468,156 2,604,981<br />
Disposals (119,838) (908,315) (44,687) — (1,072,840)<br />
Transfers 514,156 732,333 390 (1,246,879) —<br />
Effect of movements in exchange rates 7,028 17,694 51 807 25,580<br />
At 31 December <strong>2010</strong> 15,311,035 48,480,675 2,221,286 1,459,860 67,472,856<br />
Depreciation and impairment losses<br />
At 1 January 2009 (1,330,796) (17,219,459) (795,347) — (19,345,602)<br />
Depreciation for the year (449,605) (3,965,845) (198,641) — (4,614,091)<br />
Disposals 2,887 187,045 18,610 — 208,542<br />
Transfers (334,275) 351,138 (16,863) — —<br />
Effect of movements in exchange rates (78) 13,161 23 — 13,106<br />
At 31 December 2009 (2,111,867) (20,633,960) (992,218) — (23,738,045)<br />
Depreciation for the year (459,341) (4,277,014) (217,630) — (4,953,985)<br />
Disposals 23,386 790,476 36,978 — 850,840<br />
Impairment — (550,248) — — (550,248)<br />
Transfers — — — — —<br />
Effect of movements in exchange rates (418) (2,111) (29) — (2,558)<br />
At 31 December <strong>2010</strong> (2,548,240) (24,672,857) (1,172,899) — (28,393,996)<br />
Carrying amounts<br />
At 1 January 2009 10,425,278 26,550,585 1,484,857 4,896,028 43,356,748<br />
At 31 December 2009 12,713,199 25,968,404 1,257,711 2,237,776 42,177,090<br />
At 31 December <strong>2010</strong> 12,762,795 23,807,818 1,048,387 1,459,860 39,078,860<br />
Depreciation expense of RUB 2,750,918 thousand has been included in cost of goods sold (2009: RUB 2,526,958 thousand), RUB 1,677,216 thousand<br />
in distribution expenses (2009: RUB 1,600,430 thousand), RUB 349,444 thousand in administrative expense (2009: RUB 320,191 thousand) and<br />
RUB 176,407 thousand in cost of inventories as at 31 December <strong>2010</strong> (2009: RUB 166,512 thousand).<br />
Impairment loss<br />
In <strong>2010</strong> the Group has decided to cease production of beer at one of its production plants. The Group tested related brewery production facilities for<br />
impairment and recognized an impairment loss of RUB 550,248 thousand with respect to property, plant and equipment.<br />
The recoverable amount represents the assets’ fair value less cost to sell and it was determined by reference to both external sources (active market)<br />
and internal sources (historical data on sale of similar and same assets).<br />
The impairment provision was recognised in other expenses in the amount of RUB 550,248 thousand.<br />
Total
Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />
13. Intangible assets<br />
’000 RUB Goodwill Trademarks<br />
Amortisation expense of RUB 16,232 thousand has been included<br />
in cost of goods sold (2009: RUB 12,589 thousand), RUB 27,319<br />
thousand in distribution expenses (2009: RUB 19,740 thousand) and<br />
RUB 184,280 thousand in administrative expense (2009: RUB 164,401<br />
thousand).<br />
(a) Impairment testing for cash generating units containing goodwill<br />
For the purpose of impairment testing, goodwill is considered at<br />
the Group level and has not been allocated to individual plants.<br />
This represents the lowest level within the Group at which the goodwill<br />
is monitored for internal management purposes.<br />
The recoverable amount of the Group’s plants was based on their value<br />
in use and was determined by discounting future cash flows generated<br />
from the continuing use of the plants. Unless indicated otherwise, value<br />
in use in <strong>2010</strong> was determined similarly as in 2009.<br />
Software<br />
and licences<br />
Cost<br />
At 1 January 2009 13,514,680 52,612 666,343 14,233,635<br />
Additions — — 253,141 253,141<br />
Transfers — — 2,505 2,505<br />
Effect of movements in exchange rates 145,976 5,167 350 151,493<br />
At 31 December 2009 13,660,656 57,779 922,339 14,640,774<br />
Additions — — 426,934 426,934<br />
Transfers — — — —<br />
Effect of movements in exchange rates 53,692 1,513 196 55,401<br />
At 31 December <strong>2010</strong> 13,714,348 59,292 1,349,469 15,123,109<br />
Amortisation<br />
At 1 January 2009 — (1,315) (441,129) (442,444)<br />
Amortisation for the year — (6,054) (190,676) (196,730)<br />
Effect of movements in exchange rates — 139 61 200<br />
At 31 December 2009 — (7,230) (631,744) (638,974)<br />
Amortisation for the year — (5,883) (221,948) (227,831)<br />
Effect of movements in exchange rates — (236) (134) (370)<br />
At 31 December <strong>2010</strong> — (13,349) (853,826) (867,175)<br />
Carrying amounts<br />
At 1 January 2009 13,514,680 51,297 225,214 13,791,191<br />
At 31 December 2009 13,660,656 50,549 290,595 14,001,800<br />
At 31 December <strong>2010</strong> 13,714,348 45,943 495,643 14,255,934<br />
(b) Key assumptions used in discounted cash flow projections<br />
Total<br />
Key assumptions used in the calculation of recoverable amounts are<br />
discount rates, terminal value growth rates and EBITDA margins.<br />
(i) Discount rate<br />
An after-tax discount rate of 14.5 % was applied in determining the<br />
recoverable amount of the plants. The discount rate was estimated<br />
based on past experience, and industry average weighted average cost<br />
of capital, which was based on an average industry debt to total capital<br />
ratio of 30.00 % at market interest rate of 8.56 %. The pre-tax discount<br />
rate is 19.24 %.<br />
(ii) Terminal value growth rate<br />
Cash flows were projected based on past experience, actual operating<br />
results and the Group’s five-year business plan. Cash flows for a further<br />
5-year period were extrapolated using a declining growth rate of 2 % —<br />
nil (2009: 5 % — nil), which does not exceed the long-term average<br />
growth rate for the industry.<br />
83
84<br />
OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />
(iii) Budgeted EBITDA growth<br />
Budgeted EBITDA is expressed as the compound annual growth rates<br />
in the initial five years of the plans used for impairment testing and<br />
has been based on past experience adjusted for the following:<br />
In the first year of the business plan sales volume was projected<br />
to be higher than in <strong>2010</strong> since the market continued to grow<br />
after the general downturn the market experienced during the<br />
past two years and substantial increase in excise tax in <strong>2010</strong>. The<br />
anticipated annual sales volume growth included in the cash flow<br />
projections for the years 2012 to 2015 is based on expectations<br />
of demand growth levels driven by a return to beer consumption<br />
levels of 3 years ago.<br />
Sales price growth was assumed to be a small margin above<br />
inflation in 2011 and in line with the inflation forecast by official<br />
state authorities in 2012–2015.<br />
Raw material costs are expected to increase significantly in 2011<br />
due to the poor harvest in <strong>2010</strong> and to increase at a rate of 22 %<br />
reducing to 10 % during the years 2012 to 2015. Other costs are<br />
expected to increase at a rate of 10 % reducing to 7 % during the<br />
years 2012 to 2015.<br />
14. Equity accounted investees 15. Other investments<br />
The Group has the following investment in an equity accounted investee:<br />
CJSC Malterie Soufflet Saint<br />
Petersburg (“Soufflet”)<br />
This company produces malt.<br />
Country Ownership/Voting<br />
Russia 30 %<br />
In <strong>2010</strong> the Group did not receive dividends from its investment in the<br />
equity accounted investee.<br />
The Group’s share of losses in its equity accounted investee for the<br />
year ended 31 December <strong>2010</strong> was RUB 57,629 thousand (2009:<br />
loss RUB 29,734 thousand). The Group’s share of post-acquisition<br />
total recognised gains and losses in associates as at 31 December<br />
<strong>2010</strong> was RUB 154,258 thousand (31 December 2009: RUB 232,255<br />
thousand).<br />
(c) Sensitivity to changes in assumptions<br />
Although no impairment loss was recognized in respect of goodwill the<br />
determination of the recoverable amount is sensitive to the rate at which<br />
the Group achieves its planned growth in production.<br />
In determining a value in use of RUB 195,757,003 thousand (compared<br />
to a carrying amount of RUB 53,334,794 thousand), management<br />
has assumed that production volume will gradually increase and by<br />
2015 will be 21 % greater than volumes projected for 2011.<br />
If actual production volume were to be below estimated production<br />
volume by 22 % in 2011 and subsequent years, the value in use would<br />
approximate the carrying amounts of the plants and goodwill.<br />
<strong>2010</strong><br />
’000 RUB<br />
2009<br />
’000 RUB<br />
Non-current<br />
Available-for-sale investments:<br />
Measured at cost 87,251 9,781<br />
Current<br />
Loans and receivables:<br />
Deposits 3,395,262 6,860,751<br />
Originated loans to related parties 500,050 2,190,548<br />
3,895,312 9,051,299<br />
Available-for-sale investments stated at cost comprise unquoted equity<br />
securities in the brewery and banking industries. There is no market for<br />
these investments and there have not been any recent transactions that<br />
provide evidence of fair value. However, management believes it unlikely<br />
that the fair value at the end of the reporting period would differ significantly<br />
from their carrying amount.<br />
The Group’s exposure to credit, currency and interest rate risks related<br />
to other investments are disclosed in note 24.
Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />
16. Deferred tax assets and liabilities<br />
Recognised deferred tax assets and liabilities<br />
Deferred tax assets and liabilities are attributable to the following:<br />
’000 RUB<br />
<strong>2010</strong><br />
Assets<br />
2009<br />
Liabilities<br />
<strong>2010</strong> 2009 <strong>2010</strong><br />
Net<br />
2009<br />
Property, plant and equipment — — (2,632,587) (2,557,771) (2,632,587) (2,557,771)<br />
Intangible assets 17,230 15,281 (9,188) (10,102) 8,042 5,179<br />
Investments — — (10,440) (17,459) (10,440) (17,459)<br />
Inventories 44,652 33,157 (70,338) (15,246) (25,686) 17,911<br />
Trade and other receivables 209,558 186,752 — — 209,558 186,752<br />
Trade and other payables 507,995 733,716 — — 507,995 733,716<br />
Net tax assets/(liabilities) 779,435 968,906 (2,722,553) (2,600,578) (1,943,118) (1,631,672)<br />
During the year ended 31 December <strong>2010</strong> RUB 310,318 thousand (2009: RUB 231,490 thousand) of the movement in the net deferred tax liability<br />
was recognized in the income statement and RUB 1,128 thousand (2009: RUB 13,058 thousand), relating to foreign exchange differences,<br />
was recognized directly in other comprehensive income.<br />
17. Inventories 18. Trade and other receivables<br />
<strong>2010</strong><br />
’000 RUB<br />
2009<br />
’000 RUB<br />
Raw materials and consumables 4,215,009 3,328,168<br />
Work in progress 449,659 288,884<br />
Finished goods and goods for<br />
resale<br />
Write-down of inventories in the<br />
current year<br />
1,116,766 679,001<br />
5,781,434 4,296,053<br />
127,316 178,636<br />
In <strong>2010</strong> raw materials, consumables and changes in finished goods<br />
and work in progress recognised as cost of sales amounted to RUB<br />
24,926,176 thousand (2009: RUB 30,616,587 thousand).<br />
<strong>2010</strong><br />
’000 RUB<br />
2009<br />
’000 RUB<br />
Trade receivables 3,241,860 6,791,244<br />
Advances to suppliers 2,228,165 720,358<br />
VAT receivable 134,331 165,512<br />
Other receivables 1,056,315 384,979<br />
Trade and other category<br />
receivables (current)<br />
6,660,671 8,062,093<br />
The Group’s exposure to credit risk and currency risk related to trade<br />
and other receivables is disclosed in note 24.<br />
19. Cash and cash equivalents<br />
<strong>2010</strong><br />
’000 RUB<br />
2009<br />
’000 RUB<br />
Bank balances 361,145 288,368<br />
Deposits 205,841 1,452,334<br />
Cash and cash equivalents in the<br />
statement of financial position and<br />
in the statement of cash flows<br />
566,986 1,740,702<br />
The Group’s exposure to interest rate risk and a sensitivity analysis for<br />
financial assets and liabilities are disclosed in note 24.<br />
85
86<br />
OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />
20. Capital and reserves<br />
(a) Share capital and share premium<br />
Number of shares unless otherwise stated<br />
Ordinary shares Preference shares<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
Authorised shares<br />
Par value RUB 1 RUB 1 RUB 1 RUB 1<br />
On issue at beginning of the year 151,714,594 151,714,594 12,326,570 12,326,570<br />
On issue at end of the year, fully paid 151,714,594 151,714,594 12,326,570 12,326,570<br />
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the<br />
Company.<br />
The holders of preference shares have no right of conversion or redemption, but are entitled to an annual dividend equal to the nominal value of the<br />
shares multiplied by the interest rate of the Savings Bank of the Russian Federation, plus 10 %. If the dividend is not paid, preference shares carry the<br />
right to vote until the following <strong>Annual</strong> Shareholders’ Meeting. However, the dividend is not cumulative. The preference shares also carry the right<br />
to vote in respect of issues that influence the interests of preference shareholders, including reorganisation and liquidation of the Company.<br />
In the event of liquidation, preference shareholders first receive any declared unpaid dividends and the par value of the preference shares (“liquidation<br />
value”). Thereafter all shareholders, ordinary and preference, participate equally in the distribution of the remaining assets.<br />
(b) Dividends<br />
In accordance with Russian legislation, distributable reserves are limited<br />
to the balance of accumulated retained earnings as recorded in the<br />
Company’s statutory financial statements, prepared in accordance<br />
with Russian Accounting Principles. As at 31 December <strong>2010</strong> the<br />
Company had retained earnings, including profit for the current year,<br />
of approximately RUB 24,166,377 thousand (31 December 2009: RUB<br />
34,906,210 thousand).<br />
The following table details the dividends declared by the Company for<br />
the years ended 31 December <strong>2010</strong> and 31 December 2009:<br />
RUB per<br />
share<br />
’000 RUB<br />
Year ended 31 December 2009<br />
Preference shares<br />
Dividends for 2008<br />
Ordinary shares<br />
85.1 1,048,991<br />
Dividends for 2008 85.1 12,910,912<br />
Year ended 31 December <strong>2010</strong><br />
Preference shares<br />
Dividends for 2009<br />
Ordinary shares<br />
128 1,577,801<br />
Dividends for 2009 128 19,419,468<br />
Preference shares<br />
Interim dividends for <strong>2010</strong><br />
Ordinary shares<br />
42 517,716<br />
Interim dividends for <strong>2010</strong> 42 6,372,013<br />
The shareholders’ meeting held on 8 April <strong>2010</strong> approved dividends<br />
amounting to RUB 20,997,269 thousand. The interim dividends for 6<br />
months of <strong>2010</strong> amounting to RUB 6,889,729 thousand were approved<br />
by an extraordinary shareholders’ meeting on 26 August <strong>2010</strong>.<br />
21. Earnings per share<br />
The calculation of earnings per share at 31 December <strong>2010</strong> was based<br />
on the profit for the year attributable to ordinary shareholders of RUB<br />
17,075,665 thousand (2009: RUB 22,323,278 thousand), and<br />
a weighted average number of ordinary shares outstanding during the<br />
year of 151,714,594 (2009: 151,714,594), calculated as shown below.<br />
The Company has no dilutive potential ordinary shares.<br />
Weighted average number of ordinary shares<br />
Number of shares <strong>2010</strong> 2009<br />
Issued shares at 1 January<br />
Weighted average number<br />
151,714,594 151,714,594<br />
of shares for the for the year ended<br />
31 December<br />
151,714,594 151,714,594<br />
The following is a reconciliation of the profit attributable to ordinary<br />
shareholders:<br />
Profit attributable to ordinary shareholders<br />
Profit for the year attributable<br />
to shareholders of the Company<br />
Preference dividends recognised<br />
during the year<br />
<strong>2010</strong><br />
’000 RUB<br />
2009<br />
’000 RUB<br />
19,171,182 23,372,269<br />
(2,095,517) (1,048,991)<br />
Profit attributable to ordinary shares 17,075,665 22,323,278
Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />
22. Loans and borrowings<br />
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings, which are measured at amortised<br />
coSt. For more information about the Group’s exposure to interest rate, foreign currency and liquidity risks, see note 24.<br />
<strong>2010</strong><br />
’000 RUB<br />
2009<br />
’000 RUB<br />
Current liabilities<br />
Current portion of secured bank loans — 181,572<br />
— 181,572<br />
(a) Terms and debt repayment schedule<br />
Terms and conditions of outstanding loans were as follows:<br />
’000 RUB Currency<br />
Secured bank loan USD<br />
Nominal<br />
interest rate<br />
LIBOR 6m<br />
+0,75 %<br />
Year<br />
of maturity<br />
31 December <strong>2010</strong> 31 December 2009<br />
Face value<br />
Carrying<br />
amount<br />
Face value<br />
Carrying<br />
amount<br />
2009–<strong>2010</strong> — — 181,572 181,572<br />
— — 181,572 181,572<br />
The bank loan was fully secured by the guarantee of the Company’s parent company, Baltic Beverages Holding AB.<br />
23. Trade and other payables<br />
<strong>2010</strong><br />
’000 RUB<br />
2009<br />
’000 RUB<br />
Trade payables 6,387,505 5,214,709<br />
Taxes payable 3,787,166 4,214,958<br />
Accrued salaries, wages and<br />
benefits<br />
1,449,655 1,276,828<br />
Dividends payable 306,131 114,655<br />
Payables to equity accounted<br />
investee<br />
38,487 42,902<br />
Other payables and provisions 1,289,568 2,534,529<br />
13,258,512 13,398,581<br />
There are potential claims against the Group from certain of its suppliers<br />
that allege the Group has not fulfilled contract terms. The information<br />
usually required by IAs 37 Provisions, Contingent Liabilities and<br />
Contingent Assets in respect of these claims is not disclosed on the<br />
grounds that it can be expected to prejudice seriously the position of the<br />
Group in potential disputes.<br />
The Group’s exposure to currency and liquidity risk related to trade and<br />
other payables is disclosed in note 24.<br />
87
88<br />
OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />
24. Financial instruments and risk management<br />
(a) Overview<br />
The Group has exposures to the following risks from the use of financial<br />
instruments:<br />
Credit risk<br />
Liquidity risk<br />
Market risk<br />
This note presents information about Group’s exposure to each<br />
of the above risks, the Group’s objectives, policies and processes<br />
for measuring and managing risk and the Group’s management<br />
of capital. Further quantitative disclosures are included throughout these<br />
consolidated financial statements.<br />
Risk management framework<br />
The Board of Directors has overall responsibility for the establishment<br />
and oversight of the Group’s risk management framework. The Board<br />
has established an Audit Committee which is responsible for developing<br />
and monitoring the Group’s risk management policies. The Audit<br />
Committee reports regularly to the Board of Directors on its activities.<br />
The Group’s risk management systems are established to identify and<br />
analyse the risks faced by the Group, to set appropriate risk limits and<br />
controls, and to monitor risks and adherence to limits. Risk management<br />
systems are reviewed regularly to reflect changes in market conditions<br />
and the Group’s activities. The Group, through its training and<br />
management standards and procedures, aims to develop a disciplined<br />
and constructive control environment in which all employees understand<br />
their roles and obligations.<br />
The Group’s Audit Committee oversees how management monitors<br />
compliance with the Group’s risk management system and procedures<br />
and reviews the adequacy of the risk management framework in relation<br />
to the risks faced by the Group. The Audit Committee is assisted in its<br />
oversight role by Internal Audit. Internal Audit undertakes both regular<br />
and ad hoc reviews of risk management controls and procedures, the<br />
results of which are reported to the Audit Committee.<br />
(b) Credit risk<br />
Credit risk is the risk of financial loss to the Group if a customer or<br />
counterparty to a financial instrument fails to meet its contractual<br />
obligations and arises principally from the Group’s receivables from<br />
customers and loans and receivables.<br />
(i) Trade and other receivables<br />
The Group’s exposure to credit risk is influenced mainly by the individual<br />
characteristics of each customer. However, the management also<br />
considers the demographics of the Group’s customer base, including<br />
the default risk of the industry in which customers operate, as these<br />
factors may have an influence on credit risk, particularly in the currently<br />
deteriorating economic circumstances. Approximately 17.9 % (2009:<br />
14.9 %) of the Group’s revenue is attributable to sales transactions with<br />
a single customer. Substantially all of Group’s customers are located<br />
in the Russian Federation.<br />
Management has established a credit policy under which each new<br />
customer is analysed individually for creditworthiness before the Group’s<br />
standard payment and delivery terms and conditions are offered.<br />
The Group’s review includes background checks on new customers.<br />
Purchase limits are established for each customer, and represent the<br />
maximum open amount without requiring approval from the Credit<br />
Committee; these limits are reviewed monthly. Customers that fail<br />
to meet the Group’s benchmark creditworthiness may transact with the<br />
Group only on a prepayment basis.<br />
About 68 % of the Group’s customers have been transacting with the<br />
Group for more than two years, and losses have occurred infrequently.<br />
In monitoring customer credit risk, customers are grouped according<br />
to their credit characteristics, including whether they are an individual<br />
or legal entity, whether they are a wholesale or retail customers,<br />
geographic location, maturity, and existence of any previous financial<br />
difficulties. Trade receivables relate mainly to the Group’s wholesale<br />
customers. The Group requires collateral in respect of trade receivables<br />
in the form of bank guarantees. Credit evaluations are performed<br />
on all customers, other than related parties, requiring credit over<br />
a certain amount.<br />
The Group establishes an allowance for impairment that represents its<br />
estimate of incurred losses in respect of trade and other receivables<br />
and investments. The main components of this allowance are a specific<br />
loss component that relates to individually significant exposures, and<br />
a collective loss component established for groups of similar assets<br />
in respect of losses that have been incurred but not yet identified.<br />
The collective loss allowance is determined based on historical<br />
data of payment statistics for similar financial assets.<br />
(ii) Loans and receivables<br />
The Group limits its exposure to credit risk by only investing in liquid<br />
securities in accordance with Group’s deposit policy and only with<br />
counterparties that are mostly state-owned banks or the banks<br />
approved by ultimate parent company. In order to determine the<br />
amounts to be deposited with each bank the Group studies the financial<br />
statements of the bank and bank credit ratings. The status of the<br />
banks is reconsidered every 6 months. The Group does not expect any<br />
counterparties to fail to meet its obligations.<br />
(iii) Exposure to credit risk<br />
The carrying amount of financial assets represents the maximum credit<br />
exposure. The maximum exposure to credit risk at the reporting date<br />
was:<br />
Carrying amount<br />
<strong>2010</strong><br />
’000 RUB<br />
2009<br />
’000 RUB<br />
Trade and other receivables 4,298,175 7,176,223<br />
Available-for-sale financial assets 87,251 9,781<br />
Loans and receivables 3,895,312 9,051,299<br />
Cash and cash equivalents 566,986 1,740,702<br />
8,847,724 17,978,005<br />
The maximum exposure to credit risk for trade receivables at the<br />
reporting date by type of customer was:<br />
Carrying amount<br />
<strong>2010</strong><br />
’000 RUB<br />
2009<br />
’000 RUB<br />
Wholesale customers 1,798,666 5,752,447<br />
Retail customers 1,529,902 1,120,191<br />
Accumulated impairment losses on<br />
receivables<br />
3,328,568 6,872,638<br />
(86,708) (81,394)<br />
3,241,860 6,791,244<br />
The Group’s most significant customer, a domestic wholesaler, accounts<br />
for RUB 960,911 thousand of the trade receivables carrying amount at<br />
31 December <strong>2010</strong> (2009: RUB 998,900 thousand).<br />
Substantially all the Group’s receivables relate to sales to customers<br />
in Russia.
Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />
Impairment losses<br />
The ageing of trade receivables at the reporting date was:<br />
Gross<br />
<strong>2010</strong><br />
’000 RUB<br />
Impairment<br />
<strong>2010</strong><br />
’000 RUB<br />
Gross<br />
2009<br />
’000 RUB<br />
Impairment<br />
2009<br />
’000 RUB<br />
Current 2,965,484 — 6,680,914 —<br />
Past due<br />
0–90 days<br />
277,686 1,310 110,330 —<br />
Past due<br />
more than 90<br />
days<br />
(c) Liquidity risk<br />
85,398 85,398 81,394 81,394<br />
3,328,568 86,708 6,872,638 81,394<br />
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated<br />
with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s<br />
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient<br />
liquidity to meet its liabilities when due, under both normal and stressed conditions, without<br />
incurring unacceptable losses or risking damage to the Group’s reputation.<br />
Typically, the Group ensures that it has sufficient cash on demand to meet expected operational<br />
expenses for a period of 18 days, including the servicing of financial obligations; this excludes the<br />
potential impact of extreme circumstances that cannot be reasonably predicted, such as instability<br />
of financial system and the impact of monopolists and changes in statutory regulations. In addition<br />
the Group maintains the following lines of credit:<br />
USD 205,991 thousand multicurrency unsecured credit facility. Interest would be payable for<br />
EURO / USD / RUB at the rate of LIBOR / EURIBOR / Cost of funds for the lender +0.75 %.<br />
USD 105,935 thousand multicurrency unsecured credit/overdraft facility. Interest would be<br />
determined as each tranche is drawn down.<br />
The following are the contractual maturities of financial liabilities, including estimated interest<br />
payments and excluding the impact of the netting agreements. It is not expected that the cash<br />
flows included in the maturity analysis could occur significantly earlier, or at significantly different<br />
amounts.<br />
31 December <strong>2010</strong><br />
’000 RUB<br />
Carrying<br />
amount<br />
Contractual<br />
cash flows<br />
0–6 months<br />
6–12<br />
months<br />
1–2 years 2–5 years<br />
Non-derivative financial liabilities 13,258,512 13,258,512 13,258,512 — — — —<br />
Trade and other payables 13,258,512 13,258,512 13,258,512 — — — —<br />
31 December 2009<br />
’000 RUB<br />
Carrying<br />
amount<br />
Contractual<br />
cash flows<br />
The movement in the allowance for impairment in respect of trade<br />
receivables during the year was as follows:<br />
0–6 months<br />
6–12<br />
months<br />
<strong>2010</strong><br />
’000 RUB<br />
1–2 years 2–5 years<br />
2009<br />
’000 RUB<br />
Balance at beginning of the year 81,394 111,898<br />
Impairment loss recognised/<br />
(reversed)<br />
Amounts written off against trade<br />
receivables<br />
10,788 (8,501)<br />
(5,474) (22,003)<br />
Balance at end of the year 86,708 81,394<br />
Based on historic default rates the Group believes that no general<br />
impairment allowance is necessary in respect of trade receivables not<br />
past due and past due by up to 90 days. 97 % of the balance, which<br />
includes the amount owed by the Group’s most significant customer<br />
(see above), relates to customers that have a good track record with<br />
the Group. The total impairment loss 31 December <strong>2010</strong> of RUB 86,708<br />
thousand relates to collective loss established for overdue receivables<br />
(2009: RUB 81,394 thousand).<br />
The allowance account in respect of trade receivables is used to record<br />
impairment losses unless the Group is satisfied that no recovery of the<br />
amount owing is possible; at that point the amount is considered<br />
irrecoverable and written off against the financial asset directly.<br />
Non-derivative financial liabilities 181,572 182,674 182,674 — — — —<br />
Secured bank loans 13,398,581 13,398,581 13,398,581 — — — —<br />
Trade and other payables 13,580,153 13,581,255 13,581,255 — — — —<br />
More<br />
than 5<br />
years<br />
More<br />
than 5<br />
years<br />
89
90<br />
OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />
(d) Market risk<br />
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group’s income or the value<br />
of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable<br />
parameters, while optimizing the return.<br />
(i) Currency risk<br />
The Group is exposed to currency risk on purchases and borrowings that are denominated in a currency other than the respective functional currencies<br />
of the Group entities, primarily the Russian Rouble (RUB). The currencies in which these transactions are primarily denominated are USD, EURO and<br />
AZN.<br />
In respect of monetary assets and liabilities denominated in foreign currencies, the Group’s policy is to ensure that its net exposure is kept<br />
to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.<br />
Exposure to currency risk<br />
The Group’s exposure to foreign currency risk was as follows based on notional amounts:<br />
EURdenominated<br />
USDdenominated<br />
AZNdenominated<br />
EURdenominated<br />
USDdenominated<br />
AZNdenominated<br />
’000 RUB<br />
<strong>2010</strong> <strong>2010</strong> <strong>2010</strong> 2009 2009 2009<br />
Current assets<br />
Cash and cash equivalents 3,579 12,734 64,891 11,428 29,234 17,593<br />
Loans and receivables 558,944 2,728,235 108,083 738,816 2,797,109 —<br />
Trade receivables 11,100 — 60,907 15,789 — 31,315<br />
Current liabilities<br />
Secured bank loans — — — — (181,572) —<br />
Trade payables (388,857) (363,427) (15,083) (576,325) (109,563) (8,275)<br />
Gross balance sheet exposure 184,766 2,377,542 218,798 189,708 2,535,208 40,633<br />
Net exposure 184,766 2,377,542 218,798 189,708 2,535,208 40,633<br />
The following exchange rates applied during the year and as at the end of the year:<br />
RUB 1 Average rate <strong>Report</strong>ing date spot rate<br />
equals <strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
USD 0.0329 0.0315 0.0328 0.0331<br />
EURO 0.0248 0.0227 0.0248 0.0230<br />
AZN 0.0264 0.0252 0.0262 0.0266<br />
Sensitivity analysis<br />
A 20 % strengthening of the RUB, as indicated below, against the following currencies at 31 December would have decreased profit or loss by the<br />
amounts shown below. This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the<br />
end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the<br />
same basis for 2009.<br />
’000 RUB Equity Profit or loss<br />
<strong>2010</strong><br />
USD (20 % strengthening) — (475,508)<br />
EUR (20 % strengthening) — (26,069)<br />
AZN (20 % strengthening) — (43,672)<br />
2009<br />
USD (20 % strengthening) — (507,042)<br />
EUR (20 % strengthening) — (22,914)<br />
AZN (20 % strengthening) — (7,959)<br />
A weakening of the RUB against the above currencies at 31 December would have had an equal, but opposite effect on the above currencies to the<br />
amounts shown above, on the basis that all other variables remain constant.
(ii) Interest rate risk<br />
Changes in interest rates impact primarily loans and borrowings by<br />
changing either their fair value (fixed rate debt) or their future cash<br />
flows (variable rate debt). Management does not have a formal policy<br />
of determining how much of the Group’s exposure should be subject<br />
to fixed or variable rates. However, at the time of raising new loans or<br />
borrowings management uses its judgment to decide whether it believes<br />
that a fixed or variable rate would be more favourable to the Group over<br />
the expected period until maturity.<br />
Profile<br />
Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />
At the reporting date the interest rate profile of the Group’s interestbearing<br />
financial instruments was:<br />
’000 RUB<br />
Carrying amount<br />
<strong>2010</strong> 2009<br />
Fixed rate instruments<br />
Financial assets 4,101,153 10,503,633<br />
Variable rate instruments<br />
4,101,153 10,503,633<br />
Financial liabilities — (181,572)<br />
Fair value sensitivity analysis for fixed rate instruments<br />
The Group does not account for any fixed rate financial assets and<br />
liabilities at fair value through profit or loss. Therefore a change<br />
in interest rates at the reporting date would not affect profit or loss.<br />
Cash flow sensitivity analysis for variable rate instruments<br />
A change of 100 basis points in interest rates at the reporting date would<br />
have increased (decreased) profit and loss by the amounts shown<br />
below. There would have been no impact directly on equity. This analysis<br />
assumes that all other variables, in particular foreign currency rates,<br />
remain constant. The analysis is performed on the same basis for 2009.<br />
Profit or loss<br />
<strong>2010</strong> 100 bp 100 bp<br />
’000 RUB increase decrease<br />
Variable rate instruments — —<br />
Cash flow sensitivity — —<br />
2009<br />
’000 RUB<br />
Variable rate instruments (1,816) 1,816<br />
Cash flow sensitivity (1,816) 1,816<br />
(iii) Other market risk<br />
Material investments are managed on an individual basis and all buy<br />
and sell decisions are approved by the Board of Directors.<br />
The primary goal of the Group’s investment strategy is to maximise<br />
investment returns.<br />
The Group does not enter into commodity contracts other than to meet<br />
the Group’s expected usage and sale requirements; such contracts are<br />
not settled net.<br />
(e) Accounting classifications and fair values<br />
(i) Fair values<br />
The basis for determining fair value is disclosed in note 4. The fair value<br />
of unquoted equity instruments is discussed in note 15. In other cases<br />
management believes that the fair value of the Group’s financial assets<br />
and liabilities approximates their carrying amounts.<br />
Interest rates used for determining fair value<br />
The interest rates used to discount estimated cash flows, where<br />
applicable, are based on the government yield curve at the reporting<br />
date plus an adequate credit spread, and were as follows:<br />
Short-term bank deposits in RUB<br />
<strong>2010</strong> 2009<br />
1.90 % –<br />
11.00 %<br />
3.30 % –<br />
13.15 %<br />
Short-term bank deposits in USD 3.50 % – 5.90 % 0.50 % – 5.90 %<br />
Short-term bank deposits in EUR 3.50 % – 3.90 % 1.30 % – 3.90 %<br />
Short-term bank deposits in AZN 6.50 % –<br />
Originated loans to related parties 3.67 % 6.60 %<br />
Loans and borrowings<br />
(f) Capital management<br />
LIBOR 6m +<br />
0.75 %<br />
LIBOR 6m +<br />
0.75 %<br />
The Group’s policy is to maintain a strong capital base so<br />
as to maintain investor, creditor and market confidence and<br />
to sustain future development of the business. The Board of Directors<br />
monitors the level of dividends to ordinary shareholders.<br />
The Group’s debt to capital ratio at the end of the year was as follows:<br />
’000 RUB <strong>2010</strong> 2009<br />
Total liabilities 15,612,370 15,957,254<br />
Less: cash and cash equivalents (566,986) (1,740,702)<br />
Net debt 15,045,384 14,216,552<br />
Total equity 55,027,837 63,681,313<br />
Debt to capital ratio at<br />
31 December<br />
0.27 0.22<br />
Neither the Company nor any of its subsidiaries are subject to externally<br />
imposed capital requirements.<br />
91
92<br />
OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />
25. Operating leases<br />
Non-cancellable operating lease rentals are payable as follows:<br />
’000 RUB <strong>2010</strong> 2009<br />
Less than one year 180,599 222,589<br />
Between one and five years 53,126 59,137<br />
More than five years 109,193 239,070<br />
(a) Insurance<br />
342,918 520,796<br />
The Group leases a number of land plots and buildings under operating<br />
leases. Lessors for these leases are state authorities and third parties.<br />
The leases of land plots typically run for 6–49 years. Leases of buildings<br />
typically run for 11 months with an option to renew the lease after that<br />
date. The Group has no contingent rent arrangements or subleases.<br />
During the year ended 31 December <strong>2010</strong> an amount of RUB 268,848<br />
thousand was recognised as an expense in profit or loss in respect<br />
of operating leases (2009: RUB 287,110 thousand).<br />
The insurance industry in the Russian Federation is in a developing<br />
state and many forms of insurance protection common in other parts<br />
of the world are not yet generally available. The Group does not have<br />
full coverage for its plant facilities, business interruption, or third party<br />
liability in respect of property or environmental damage arising from<br />
accidents on Group property or relating to Group operations. Until the<br />
Group obtains adequate insurance coverage, there is a risk that the loss<br />
or destruction of certain assets could have a material adverse effect on<br />
the Group’s operations and financial position<br />
(b) Taxation contingencies in the Russian Federation<br />
The taxation system in the Russian Federation continues to evolve<br />
and is characterised by frequent changes in legislation, official<br />
pronouncements and court decisions, which are sometimes<br />
contradictory and subject to varying interpretation by different tax<br />
authorities. Taxes are subject to review and investigation by a number<br />
of authorities, which have the authority to impose severe fines, penalties<br />
and interest charges. A tax year remains open for review by the tax<br />
authorities during the three subsequent calendar years; however, under<br />
certain circumstances a tax year may remain open longer. Recent<br />
events within the Russian Federation suggest that the tax authorities<br />
are taking a more assertive and substance-based position in their<br />
interpretation and enforcement of tax legislation.<br />
These circumstances may create tax risks in the Russian Federation<br />
that are substantially more significant than in other countries.<br />
Management believes that it has provided adequately for tax liabilities<br />
based on its interpretations of applicable Russian tax legislation, official<br />
pronouncements and court decisions. However, the interpretations of the<br />
relevant authorities could differ and the effect on these consolidated<br />
financial statements, if the authorities were successful in enforcing their<br />
interpretations, could be significant.<br />
26. Capital commitments<br />
As at 31 December <strong>2010</strong> the Group had the following commitments<br />
relating to property, plant and equipment (31 December 2009: RUB<br />
298,073 thousand):<br />
Project<br />
<strong>2010</strong><br />
’000 RUB<br />
<strong>Baltika</strong>-St. Petersburg plant 148,390<br />
<strong>Baltika</strong>-Rostov plant 31,080<br />
<strong>Baltika</strong>-Novosibirsk plant 26,018<br />
<strong>Baltika</strong>-Khabarovsk plant 21,801<br />
<strong>Baltika</strong>-Yaroslavl plant 17,900<br />
<strong>Baltika</strong>-Pikra plant 12,553<br />
<strong>Baltika</strong>-Samara plant 6,488<br />
<strong>Baltika</strong>-Chelyabinsk plant 3,522<br />
<strong>Baltika</strong>-Baku plant 2,808<br />
<strong>Baltika</strong>-Tula plant 1,249<br />
<strong>Baltika</strong>-Voronezh plant 483<br />
27. Contingencies 28. Related party transactions<br />
(a) Control relationships<br />
272,292<br />
The Company’s parent company is Baltic Beverages Holding AB (refer<br />
note 1(b)). The Company’s ultimate parent company is Carlsberg<br />
A/S and the Company’s ultimate controlling party is the Carlsberg<br />
Foundation. Carlsberg A/S produces consolidated financial statements<br />
that are available for public use.<br />
(b) Management remuneration<br />
Key management received the following remuneration during the year,<br />
which is included in personnel costs (see note 9):<br />
’000 RUB <strong>2010</strong> 2009<br />
Salaries and bonuses 398,169 427,026<br />
Compulsory social security<br />
contributions<br />
Contributions to defined<br />
contribution plan<br />
5,503 12,719<br />
11,003 9,989<br />
Termination benefits 26,427 —<br />
441,102 449,734
Notes to the Consolidated Financial Statements for the year ended 31 December <strong>2010</strong><br />
(c) Transactions with other related parties<br />
The Group’s other related party transactions are disclosed below.<br />
(i) Revenue<br />
’000 RUB<br />
Sale of goods:<br />
Transaction value<br />
<strong>2010</strong><br />
Transaction value<br />
2009<br />
Outstanding balance<br />
<strong>2010</strong><br />
Outstanding balance<br />
2009<br />
Fellow subsidiaries<br />
Royalties received<br />
431,237 49,912 134,164 21,813<br />
Fellow subsidiaries<br />
Interest received:<br />
570,978 62,767 34,542 —<br />
Carlsberg <strong>Breweries</strong> A/S 2,690 591 50 591<br />
Parent company<br />
Services provided:<br />
2,229 597 — 597<br />
Fellow subsidiaries 16,958 — —<br />
Equity accounted investee<br />
Other income<br />
57,059 24,361 28,594 9,214<br />
Parent company — 79,237 — —<br />
1,081,151 217,465 197,350 32,215<br />
(ii) Expenses<br />
’000 RUB<br />
Purchase of goods:<br />
Transaction value<br />
<strong>2010</strong><br />
Transaction value<br />
2009<br />
Outstanding balance<br />
<strong>2010</strong><br />
Outstanding balance<br />
2009<br />
Equity accounted investee 231,072 571,736 38,487 42,902<br />
Carlsberg <strong>Breweries</strong> A/S 11,379 13,971 — 33,062<br />
Fellow subsidiaries<br />
Services received:<br />
57,979 18,380 3,300 7,012<br />
Carlsberg <strong>Breweries</strong> A/S 96,188 39,430 30,351 —<br />
Fellow subsidiaries<br />
Royalties paid:<br />
11,610 178 1,805 —<br />
Carlsberg <strong>Breweries</strong> A/S 417,385 630,571 35,209 291,756<br />
Fellow subsidiaries<br />
Finance costs:<br />
19,484 18,803 5,987 3,626<br />
Carlsberg <strong>Breweries</strong> A/S<br />
Other expenses:<br />
— 101,556 — —<br />
Carlsberg <strong>Breweries</strong> A/S 106,812 150,766 317,336 162,688<br />
951,909 1,545,391 432,475 541,046<br />
During the year ended 31 December <strong>2010</strong> the Group’s purchases of malt from Soufflet, an associate of the Group, amounted to RUB 231,072<br />
thousand (excluding VAT) or 6.9 % of the total value of malt purchases and own production and 30,008 tons or 9.1 % of the total volume of malt<br />
purchases and own production. During the year ended 31 December 2009 the Group’s purchases of malt from Soufflet amounted to RUB 571,736<br />
thousand (excluding VAT) or 17.1 % of the total value of malt purchases and own production and 41,926 tons or 12.6 % of the total volume of malt<br />
purchases and own production.<br />
All outstanding balances with related parties are to be settled in cash within two months of the reporting date. None of the balances are secured.<br />
93
94<br />
(iii) Loans<br />
’000 RUB<br />
OAO <strong>Baltika</strong> <strong>Breweries</strong> and subsidiaries<br />
29. Subsidiaries<br />
Amount loaned Amount loaned Outstanding balance Outstanding balance<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
Loans given:<br />
Carlsberg <strong>Breweries</strong> A/S 1,100,523 1,089,951 500,050 1,089,951<br />
Parent company 348,697 1,100,597 — 1,100,597<br />
1,449,220 2,190,548 500,050 2,190,548<br />
The outstanding loan to Carlsberg <strong>Breweries</strong> A/S bear interest at 3.67 % per annum and is due in January 2011.<br />
Name Nature of business<br />
Country<br />
of incorporation<br />
Ownership / voting<br />
<strong>2010</strong><br />
Ownership / voting<br />
2009<br />
OOO <strong>Baltika</strong>-Ukraine Distribution of <strong>Baltika</strong> beer Ukraine 100 % 100 %<br />
<strong>Baltika</strong> S.R.L. Distribution of <strong>Baltika</strong> beer Moldova 100 % 100 %<br />
<strong>Baltika</strong>-Almaty LLP Distribution of <strong>Baltika</strong> beer Kazakhstan — 100 %<br />
OOO <strong>Baltika</strong> Distribution of <strong>Baltika</strong> beer Kirgizia 100 % 100 %<br />
OOO <strong>Baltika</strong>-Bel Distribution of <strong>Baltika</strong> beer Belorussia 100 % 100 %<br />
OOO Terminal Podolsk Warehouse Russia 100 % 100 %<br />
OOO Universalopttorg Warehouse Russia — 100 %<br />
<strong>Baltika</strong> Deutschland GmbH Distribution of <strong>Baltika</strong> beer Germany 100 % 100 %<br />
<strong>Baltika</strong>-Baku LLC Beer Production Azerbaijan 100 % 100 %<br />
Baku Pivo JSC Beer Production Azerbaijan 91 % 91 %
<strong>2010</strong> Corporate Transactions that are Deemed Related Party Transactions<br />
Based on the Federal Law “On Joint Stock Companies”<br />
<strong>2010</strong> Corporate Transactions that are Deemed Related Party Transactions Based on the Federal<br />
Law “On Joint Stock Companies”<br />
Date and Approval<br />
Authority<br />
No Contracting Parties Type of Contract Contract Price Interested party(ies)<br />
21.01.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
Sales Agreement RUB 9,496,635.65<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Seller) and<br />
<strong>Baltika</strong>-Baku LLC (Buyer)<br />
1.<br />
21.01.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
—<br />
Additional Agreement to Beer Supply<br />
Contract No. 773 as of 30.11.2009<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Supplier) and<br />
Carlsberg Denmark (Buyer)<br />
2.<br />
21.01.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Belorussian rubles 175,615,860, including VAT in the<br />
amount of Belorussian rubles 26,788,860<br />
Additional Agreement No. 3 to Contract<br />
No. 04/08-BLR as of 30.01.2008 on<br />
trademark promotion services<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />
and <strong>Baltika</strong>-Bel LLC (Contractor)<br />
3.<br />
21.01.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
RUB 953,845.92, including VAT in the amount<br />
of RUB 145,501.92<br />
Additional Agreement No. 3 to Contract<br />
No. 04/08-MD as of 30.01.2008 on trademark<br />
promotion services<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />
and ICS <strong>Baltika</strong> SRL (Contractor)<br />
4.<br />
21.01.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Kazakh tenge 2,001,339, including VAT in the<br />
amount of Kazakh tenge 305,289<br />
Additional Agreement No. 5 to Contract<br />
No. 02/0-KZ as of 30.01.2008 on trademark<br />
promotion services<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />
and <strong>Baltika</strong>-Almaty LLC<br />
(Contractor)<br />
5.<br />
11.02.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
—<br />
Additional Agreement No. 1 to Equipment<br />
Supply Contract No. Ref/SAB-202/<strong>2010</strong><br />
as of 21.01.<strong>2010</strong><br />
<strong>Baltika</strong> <strong>Breweries</strong> (Seller) and<br />
<strong>Baltika</strong>-Baku LLC (Buyer)<br />
6.<br />
11.02.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Remuneration is determined by the Parties for each<br />
consulting service on an individual basis. Per the<br />
agreement, remuneration cannot exceed Euro<br />
5,000,000<br />
Consulting Service Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Client) and<br />
Feldschlösschen Getränke AG<br />
(Consultant)<br />
7.<br />
22.03.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
As stipulated by the License Agreement<br />
Additional Agreement to the License<br />
Agreement for the production of “<strong>Baltika</strong>” beer<br />
as of 23.05.2008<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Licensor)<br />
and “UZCARLSBERG” LLC<br />
(Licensee)<br />
8.<br />
22.03.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
The price of services is determined by hourly rates<br />
which depend on the category of the Contractor’s<br />
specialists. The total price of the Agreement shall<br />
not exceed RUB 2,500,000<br />
Service Agreement concerning processing<br />
equipment maintenance and operation<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Contractor)<br />
and UZCARLSBERG LLC<br />
(Customer)<br />
9.<br />
22.03.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
The Agent’s fee shall be 5 % of the actual costs<br />
borne by the Agent, but shall not exceed RUB<br />
44,035. The total price of the Agreement, including<br />
Agent’s fee, shall not exceed RUB 924,735<br />
Agency Agreement on cargo custom<br />
clearance<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Principal) and<br />
ICS <strong>Baltika</strong> SRL (Agent)<br />
10.<br />
22.03.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors,<br />
B. Søndenskov, member of the<br />
Board of Directors<br />
As stipulated by the Contract<br />
Additional Agreement to Beer Supply<br />
Agreement No. D-363/09 as of 26.11.2009<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Supplier) and<br />
DERBES Brewery Ltd (Buyer)<br />
11.<br />
22.03.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, J.B. Rasmussen,<br />
member of the Board of Directors<br />
Euro 20,060, including Russian VAT (18 %) totaling<br />
Euro 3,060<br />
Consulting Service Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />
and Carlsberg <strong>Breweries</strong> A/S<br />
(Contractor)<br />
12.<br />
95
96<br />
Date and Approval<br />
Authority<br />
No Contracting Parties Type of Contract Contract Price Interested party(ies)<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
16.04.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
As stipulated by the License Agreement<br />
Additional Agreement to the License<br />
Agreement on the production and sale<br />
of “<strong>Baltika</strong>” beer as of 23.05.2008<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Licensor) and<br />
UZCARLSBERG LLC (Licensee)<br />
13.<br />
16.04.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
The price of third-party services and the Agent’s<br />
remuneration shall be determined by the Parties<br />
in individual agreements concluded within the<br />
framework of the Agency Agreement. The total price<br />
of the Agreement, including the Agent’s fee, shall not<br />
exceed Belorussian rubles 472,000,000, including<br />
Russian VAT<br />
Agency Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Principal) and<br />
<strong>Baltika</strong>-Bel LLC (Agent)<br />
14.<br />
16.04.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Belorussian rubles 233,792,995.96, including<br />
Russian VAT, and an Agency fee in the amount<br />
of Belorussian rubles 1,855,499.96, including<br />
Russian VAT<br />
Additional Agreement No. 1 to Agency<br />
Agreement No. 02/<strong>2010</strong>-BLR<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Principal) and<br />
<strong>Baltika</strong>-Bel LLC (Agent)<br />
15.<br />
16.04.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
RUB 8,933,832, including Russian VAT in the<br />
amount of RUB 1,608,089.76<br />
Additional Agreement to the Paid Service<br />
Agreement No. <strong>2010</strong>-MD as of 23.12.2009<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />
and ICS <strong>Baltika</strong> SRL (Contractor)<br />
16.<br />
16.04.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
RUB 2,894,728, including Russian VAT in the<br />
amount of RUB 521,051.04<br />
Supplement No. 3 to Paid Service Agreement<br />
No. <strong>2010</strong>-MD as of 23.12.2009<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />
and ICS <strong>Baltika</strong> SRL (Contractor)<br />
17.<br />
16.04.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
—<br />
Additional Agreement No. 1 to Paid Service<br />
Agreement No. <strong>2010</strong>-UKR as of 01.01.<strong>2010</strong><br />
<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />
and <strong>Baltika</strong>-Ukraine LLC<br />
(Contractor)<br />
18.<br />
16.04.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev,<br />
President, member of the Board<br />
of Directors<br />
T-shirt Supply Agreement RUB 2,229,040<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Buyer) and<br />
UZCARLSBERG LLC (Supplier)<br />
19.<br />
16.04.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors.<br />
Stabilizer Sales Agreement RUB 4,174,893.90<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Seller) and<br />
<strong>Baltika</strong>-Baku LLC (Buyer)<br />
20.<br />
16.04.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Flash-card Supply Agreement RUB 10,588,200<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Buyer) and<br />
Carlsberg Group Procurement<br />
AG (Supplier)<br />
21.<br />
16.04.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
T-shirt Supply Agreement RUB 6,656,640<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Buyer) and<br />
UZCARLSBERG LLC (Supplier)<br />
22.<br />
14.05.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
RUB 7,700, excluding VAT, per 1 ton till the supply<br />
volume under the Agreement reaches 30,000 tons;<br />
RUB 7,350 excluding VAT, per 1 ton when the<br />
supply volume under the Agreement is 30,001 tons<br />
and more. The total price of the Agreement shall not<br />
exceed RUB 510,300,000, excluding VAT<br />
Malt Supply Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Buyer)<br />
and CJSC Malt Plant Soufflet<br />
St. Petersburg (Seller)<br />
23.<br />
14.05.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
—<br />
Additional Agreement No. 2 to Contract<br />
No. Ref/SAB-202/<strong>2010</strong><br />
<strong>Baltika</strong> <strong>Breweries</strong> (Seller) and<br />
<strong>Baltika</strong>-Baku LLC (Buyer)<br />
24.<br />
14.05.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, J.B. Rasmussen,<br />
member of the Board of Directors<br />
RUB 1,581,188<br />
Additional Agreement No. 3 to Contract<br />
No. 01-08-CB<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Buyer) and<br />
Carlsberg <strong>Breweries</strong> A/S (Seller)<br />
25.
Date and Approval<br />
Authority<br />
No Contracting Parties Type of Contract Contract Price Interested party(ies)<br />
<strong>2010</strong> Corporate Transactions that are Deemed Related Party Transactions Based on the Federal<br />
Law “On Joint Stock Companies”<br />
25.06.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Marketing Cost Agreement Euro 115,510<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Beneficiary)<br />
and Oy Sinebrychoff Ab<br />
(Investor)<br />
26.<br />
25.06.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors,<br />
B. Søndenskov, member of the<br />
Board of Directors<br />
Payment shall be made based on the actual use<br />
of freight cars, based on daily rates calculated<br />
depending on final destination<br />
Freight-car Leasing Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Lessor) and<br />
DERBES Brewery Ltd (Lessee)<br />
27.<br />
25.06.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
As stipulated by the primary contract<br />
Additional Agreement No. 1 to Contract<br />
No. BL/BK-1M<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Contractor)<br />
and <strong>Baltika</strong>-Baku LLC<br />
(Customer)<br />
28.<br />
25.06.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Supply Agreement Up to Euro 6,000<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Buyer) and<br />
<strong>Baltika</strong> Deutschland GmbH<br />
(Supplier)<br />
29.<br />
25.06.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, J.B. Rasmussen,<br />
member of the Board of Directors,<br />
B. Søndenskov, member of the<br />
Board of Directors, U. Andersen,<br />
member of the Board of Directors<br />
The credit is for Euro 28,000,000; interest rates are<br />
as follows:<br />
RUB for a period of 1 week — 4.05 % APR;<br />
for a period of 1 month — 4.55 % APR; for<br />
a period of 2 months — 4.90 % APR; for<br />
a period of 3 months — 5.55 % APR; for a period<br />
of 6 months — 6.40 % APR; USD for a period<br />
of 1 week — 0.75 % APR; for a period of 1 month —<br />
1.65 % APR; for a period of 2 months — 1.90 %<br />
APR; for a period of 3 months — 2.40 % APR;<br />
for a period of 6 months — 3.40 % APR; Euro for<br />
a period of 1 week — 0.60 % APR; for a period of 1<br />
month — 0.87 % APR; for a period of 2 months —<br />
1.30 % APR; for a period of 3 months — 2.10 %<br />
APR; for a period of 6 months — 3.35 % APR<br />
Credit Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Creditor) and<br />
Baltic Beverages Holding AB<br />
(Borrower)<br />
30.<br />
25.06.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, J.B. Rasmussen,<br />
member of the Board of Directors<br />
RUB 1,100,000,000 (one billion one hundred<br />
million); the interest rate is the best market interest<br />
rate for the corresponding period and amount plus<br />
0.15 % APR<br />
Fund Allocation Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Party 1)<br />
and Carlsberg <strong>Breweries</strong> A/S<br />
(Party 2)<br />
31.<br />
09.07.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, J.B. Rasmussen,<br />
member of the Board of Directors<br />
As stipulated by the License Agreement<br />
Additional Agreement to the Carlsberg<br />
Trademark License Agreement<br />
as of 22.03.2002<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Licensee)<br />
and Carlsberg <strong>Breweries</strong> A/S<br />
(Licensor)<br />
32.<br />
09.07.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Beer Supply Contract Euro 585,000<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Supplier) and<br />
Oy Sinebrychoff Ab (Buyer)<br />
33.<br />
09.07.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Canadian dollars 17,205, including Russian VAT<br />
in the amount of Canadian dollars 3,096.9<br />
Paid Service Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />
and Carlsberg Canada Inc.<br />
(Contractor)<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Licensee) and<br />
Oy Sinebrychoff Ab (Licensor)<br />
34.<br />
13.08.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
—<br />
Agreement on the termination of the License<br />
Agreement as of 08.01.2001<br />
35.<br />
13.08.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
Sales Agreement RUB 644,859.96<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Exporter) and<br />
<strong>Baltika</strong>-Baku LLC (Importer)<br />
36.<br />
97
98<br />
Date and Approval<br />
Authority<br />
No Contracting Parties Type of Contract Contract Price Interested party(ies)<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
13.08.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
RUB 50,000,000<br />
Additional Agreement to the Consulting<br />
Service Agreement as of 25.08.2005<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Consultant)<br />
and <strong>Baltika</strong>-Baku LLC<br />
(Company)<br />
37.<br />
13.08.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
—<br />
Additional Agreement to the Consulting<br />
Service Agreement as of 25.08.2005<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Consultant)<br />
and <strong>Baltika</strong>-Baku LLC<br />
(Company)<br />
38.<br />
13.08.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder A. Artemiev, President,<br />
member of the Board of Directors<br />
Sales Agreement RUB 1,045,000<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Seller) and<br />
OJSC Lvovska Pivovarnya<br />
(Buyer)<br />
39.<br />
08.09.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, J.B. Rasmussen,<br />
member of the Board of Directors<br />
Quarterly license payments in the amount of 5 %<br />
of net sales of licensed products<br />
“Somersby” License Agreement<br />
Carlsberg <strong>Breweries</strong> A/S<br />
(Licensor) and <strong>Baltika</strong> <strong>Breweries</strong><br />
(Licensee)<br />
40.<br />
23.09.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, J.B. Rasmussen,<br />
member of the Board of Directors<br />
Alienation of the Exclusive Rights Agreement Euro 303,500, excluding Russian VAT<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Purchaser)<br />
and Carlsberg <strong>Breweries</strong> A/S<br />
(Rightholder)<br />
41.<br />
23.09.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
Quarterly license payments in the amounts specified<br />
below (in % of net sales of licensed products):<br />
Beer trademark Royalty percentage<br />
“Slavutich” 3.0<br />
“Khmilne” 2.5<br />
“Arsenal” 2.5<br />
License Agreement for the production<br />
of “Slavutich,” “Khmilne” and “Arsenal” beer.<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Licensee)<br />
and OJSC PBK Slavutich<br />
(Licensor)<br />
42.<br />
23.09.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
Quarterly license payments in the amount of 3.5 %<br />
of net sales of the licensed product.<br />
License Agreement for “Lvivske” production<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Licensee)<br />
and OJSC PBK Slavutich<br />
(Licensor)<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Exporter)<br />
and <strong>Baltika</strong> Deutschland GmbH<br />
(Importer)<br />
43.<br />
23.09.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Equipment Sales Agreement Euro 800<br />
44.<br />
25.10.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
Product price is set at the usual Supplier costs, plus<br />
a 5 % margin. The total price of the Contract shall<br />
not exceed RUB 100,000,000 (one hundred million)<br />
Beer Supply Contract<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Buyer)<br />
and OJSC PBK Slavutich<br />
(Supplier)<br />
45.<br />
25.10.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
One-time license fee of Euro 1,350,000 and<br />
quarterly license payments in the amount of 5 %<br />
of net sales of products (receipts), sold by the<br />
Licensee in Latvia. The total fee and license<br />
payments shall not exceed Euro 27,000,000 during<br />
the entire term of the Agreement<br />
License Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Licensor)<br />
and AS Aldaris (Licensee)<br />
46.<br />
25.10.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
One-time license fee of Euro 690,000 and quarterly<br />
license payments in the amount of 5 % of net<br />
sales of products (receipts), sold by the Licensee<br />
in Estonia. The total fee and license payments shall<br />
not exceed Euro 27,000,000 during the entire term<br />
of the Agreement<br />
License Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Licensor)<br />
and AS Saku (Licensee)<br />
47.<br />
25.10.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
One-time license fee of Euro 960,000 and quarterly<br />
license payments in the amount of 5 % of net<br />
sales of products (receipts), sold by the Licensee<br />
in Lithuania. The total fee and license payments<br />
shall not exceed Euro 27,000,000 during the entire<br />
term of the Agreement<br />
License Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Licensor)<br />
and Utenos alus UAB (Licensee)<br />
48.
Date and Approval<br />
Authority<br />
No Contracting Parties Type of Contract Contract Price Interested party(ies)<br />
<strong>2010</strong> Corporate Transactions that are Deemed Related Party Transactions Based on the Federal<br />
Law “On Joint Stock Companies”<br />
25.10.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Product price is set at usual supplier costs, plus<br />
a 5 % margin. The total price of the Contract shall<br />
not exceed Euro 7,000,000<br />
Beer and Beverages Supply Contract<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Supplier)<br />
and AS Aldaris (Buyer)<br />
49.<br />
25.10.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Product price is set at the usual supplier costs, plus<br />
a 5 % margin. The total price of the Contract shall<br />
not exceed Euro 5,000,000<br />
Beer and Beverages Supply Contract<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Supplier)<br />
and AS Saku (Buyer)<br />
50.<br />
25.10.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Product price is set at the usual supplier costs, plus<br />
a 5 % margin. The total price of the Contract shall<br />
not exceed Euro 5,000,000<br />
Beer and Beverages Supply Contract<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Supplier)<br />
and Utenos alus UAB (Buyer)<br />
51.<br />
25.10.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
Bailment Agreement USD 1,200 (one thousand two hundred)<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Bailor)<br />
and ООО UZCARLSBERG<br />
(Bailee)<br />
52.<br />
25.10.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors,<br />
B. Søndenskov, member of the<br />
Board of Directors<br />
5.5 % of the price of the concluded Contract. The<br />
estimated price of services stands at Kazakh tenge<br />
7,922,998. Russian VAT is not applicable<br />
Service Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />
and DERBES <strong>Breweries</strong> Ltd<br />
(Contractor)<br />
53.<br />
25.10.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors.<br />
B. Søndenskov, member of the<br />
Board of Directors<br />
As stipulated by the primary Contract<br />
Additional Agreement to Contract No. D-20/10<br />
as of 01.01.<strong>2010</strong><br />
<strong>Baltika</strong> <strong>Breweries</strong> (Lessor) and<br />
DERBES <strong>Breweries</strong> Ltd (Lessee)<br />
54.<br />
25.10.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Euro 393,000<br />
Additional Agreement No. 5 to Contract<br />
No. 648 as of 01.01.2008<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Exporter) and<br />
Carlsberg Canada Inc. (Importer)<br />
55.<br />
13.11.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Marketing Cost Agreement Euro 142,350<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Beneficiary)<br />
and Oy Sinebrychoff Ab<br />
(Investor)<br />
56.<br />
13.11.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors,<br />
B. Søndenskov, member of the<br />
Board of Directors<br />
—<br />
Additional Agreement No. 1 to Contract<br />
No. BL-AL-0809 as of 02.09.2009<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Contractor)<br />
and DERBES <strong>Breweries</strong> Ltd<br />
(Customer)<br />
57.<br />
08.12.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
Equipment Sales Agreement RUB 5,900,000<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Seller) and<br />
<strong>Baltika</strong>-Baku LLC (Buyer)<br />
58.<br />
08.12.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, J.B. Rasmussen,<br />
member of the Board of Directors<br />
As stipulated by the License Agreement<br />
Additional Agreement VII to the TUBORG<br />
Trademark License Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Licensee)<br />
and Carlsberg <strong>Breweries</strong> A/S<br />
(Licensor)<br />
59.<br />
08.12.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, J.B. Rasmussen,<br />
member of the Board of Directors<br />
As stipulated by the License Agreement<br />
Additional Agreement IX to the TUBORG<br />
Trademark License Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Licensee)<br />
and Carlsberg <strong>Breweries</strong> A/S<br />
(Licensor)<br />
60.<br />
08.12.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, J.B. Rasmussen,<br />
member of the Board of Directors<br />
As stipulated by the License Agreement<br />
Additional Agreement II to the License<br />
Agreement concluded with Carlsberg<br />
<strong>Breweries</strong> A/S<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Licensee)<br />
and Carlsberg <strong>Breweries</strong> A/S<br />
(Licensor)<br />
61.<br />
99
100<br />
Date and Approval<br />
Authority<br />
No Contracting Parties Type of Contract Contract Price Interested party(ies)<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
08.12.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev, President,<br />
member of the Board of Directors<br />
Equipment Sales Agreement RUB 100,000<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Seller)<br />
and <strong>Baltika</strong>-Baku LLC (Buyer)<br />
62.<br />
24.12.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, J.B. Rasmussen,<br />
member of the Board of Directors<br />
Service Agreement RUB 21,029,500, excluding VAT<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />
and Carlsberg <strong>Breweries</strong> A/S<br />
(Contractor)<br />
63.<br />
24.12.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Belorussian rubles 148,736,640, including 18 %<br />
Russian VAT<br />
Additional Agreement to Paid Service<br />
Agreement No. 04/08-BLR as of 30.01.2008<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />
and <strong>Baltika</strong>-Bel LLC (Contractor)<br />
64.<br />
24.12.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
Belorussian rubles 3,490,104,408, including 18 %<br />
Russian VAT<br />
Paid Service Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />
and <strong>Baltika</strong>-Bel LLC (Contractor)<br />
65.<br />
24.12.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
RUB 832,891.20, including 18 % Russian VAT<br />
Additional Agreement to Service Agreement<br />
No. 07/08-KG as of 30.01.2008<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />
and <strong>Baltika</strong> LLC (Contractor)<br />
66.<br />
29.12.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
As stipulated by the primary Agreement<br />
Additional Agreement No. 7 to Service<br />
Agreement No. 07/08-KG as of 30.01.2008<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />
and <strong>Baltika</strong>”LLC (Contractor)<br />
67.<br />
29.12.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder<br />
—<br />
Additional Agreement No. 4 to Service<br />
Agreement No. 04/08-MD as of 30.01.2008<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />
and ICS <strong>Baltika</strong> SRL (Contractor)<br />
68.<br />
29.12.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, J.B. Rasmussen,<br />
member of the Board of Directors<br />
Service Agreement Euro 583.20, excluding Russian VAT<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Customer)<br />
and Carlsberg <strong>Breweries</strong> A/S<br />
(Contractor)<br />
69.<br />
29.12.<strong>2010</strong>,<br />
the Board of Directors<br />
Baltic Beverages Holding AB<br />
shareholder, A. Artemiev,<br />
President, member of the Board<br />
of Directors. B. Søndenskov,<br />
member of the Board of Directors<br />
Sales Agreement RUB 188,107<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Seller)<br />
and DERBES Brewery Ltd<br />
(Buyer)<br />
70.<br />
08.04.<strong>2010</strong>,<br />
the General<br />
Shareholders Meeting<br />
A. Shokhin, member of the Board<br />
of Directors<br />
The Agreement price is set according to current<br />
rates of the Shipping Agent (traffic rates, fees and<br />
the Shipping Agent’s remuneration)<br />
Shipping Agency Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Client)<br />
and CJSC Rusagrotrans<br />
(Shipping Agent)<br />
71.<br />
08.04.<strong>2010</strong>,<br />
the General<br />
Shareholders Meeting<br />
Baltic Beverages Holding AB,<br />
J.B. Rasmussen, member of the<br />
Board of Directors<br />
Loan amounts shall be up to Euro 300,000,000.<br />
The interest rates payable on each loan shall be<br />
calculated as follows: the maximum interest rate on<br />
deposits, offered by the most reliable Russian banks<br />
(defined as those that hold investment ratings<br />
assigned by Fitch Ratings, Standard & Poor’s or<br />
Moody’s) for legal entities for the same period for<br />
a given currency and similar amount, plus 0.15 %<br />
per annum<br />
General Loan Agreement<br />
<strong>Baltika</strong> <strong>Breweries</strong> (Creditor)<br />
and Carlsberg <strong>Breweries</strong> A/S<br />
(Borrower)<br />
72.
Information for Shareholders<br />
and Investors<br />
<strong>Baltika</strong> <strong>Breweries</strong><br />
Corporate Headquarters Tel.: +7 (812) 325-9325<br />
Shareholder Relations Tel.: +7 (812) 329-9109<br />
Registrar<br />
Closed Joint Stock Company<br />
Computershare Registrar,<br />
St. Petersburg branch<br />
Independent Auditors<br />
Closed Joint Stock Company<br />
KPMG, St. Petersburg branch<br />
Closed Joint Stock Company<br />
A&P Audit<br />
Official print medium for information<br />
disclosure<br />
Corporate website for information<br />
disclosure<br />
Tel.: +7 (812) 251-8138<br />
Fax: +7 (812) 346-7407<br />
Tel.: +7 (812) 313-7300<br />
Fax: +7 (812) 313-7301<br />
Tel.: +7 (812) 251-6923<br />
3 6 th Verkhny Pereulok,<br />
St. Petersburg, Russia, 194292<br />
Elfimov@spb.baltika.ru<br />
Risuliev@spb.baltika.ru<br />
4-A Izmailovsky Ave., Office 314,<br />
St. Petersburg, Russia, 198005<br />
www.nrcreg.ru<br />
69-71 “A” “Renaissance Plaza”<br />
Business Center<br />
Marata St., St. Petersburg, Russia,<br />
191119<br />
stp@kpmg.ru<br />
26 Rizhsky Ave., St. Petersburg,<br />
Russia, 198103<br />
apaudit@quantum.ru<br />
Izvestia newspaper<br />
www.corporate.balitka.ru<br />
101
102<br />
<strong>Baltika</strong> <strong>Breweries</strong> | <strong>Annual</strong> report <strong>2010</strong><br />
Company <strong>Breweries</strong><br />
<strong>Baltika</strong>-St. Petersburg Brewery +7 (812) 325-9325<br />
<strong>Baltika</strong>-Voronezh branch +7 (4732) 61-9800<br />
<strong>Baltika</strong>-Novosibirsk branch +7 (383) 230-1402<br />
<strong>Baltika</strong>-Pikra branch +7 (3912) 59-1200<br />
<strong>Baltika</strong>-Rostov branch +7 (863) 250-5102<br />
<strong>Baltika</strong>-Samara branch +7 (846) 276-4366<br />
<strong>Baltika</strong>-Tula branch +7 (4872) 39-5535<br />
<strong>Baltika</strong>-Khabarovsk branch +7 (4212) 41-1551<br />
<strong>Baltika</strong>-Chelyabinsk branch +7 (351) 239-1600<br />
<strong>Baltika</strong>-Yaroslavl branch +7 (4852) 58-3208<br />
Foreign subsidiaries of the Company<br />
<strong>Baltika</strong>-Bel LLC +375 (17) 286-2741<br />
<strong>Baltika</strong> LLC<br />
+996 (312) 30-6082<br />
+996 (312) 30-6083<br />
<strong>Baltika</strong> Deutschland GmbH +49 (40) 728-13928<br />
<strong>Baltika</strong>-Baku LLC<br />
Representative offices in foreign countries<br />
+994 (12) 442-1280<br />
+994 (12) 442-<strong>2010</strong><br />
Representative office in China +86 (10) 651-29728<br />
3 6 th Verkhny Pereulok, St. Petersburg,<br />
Russia, 194292<br />
109 9 th Janvarya St., Voronezh, Russia,<br />
394027<br />
34 2 nd Stantsionnaya St., Novosibirsk,<br />
Russia, 630041<br />
90 60 let Oktyabrya St., Krasnoyarsk,<br />
Russia, 660079<br />
146-A Dovatora St., Rostov-on-Don,<br />
Russia, 344090<br />
1 Baltiisky Proezd, Kinelsky Village,<br />
Kinelsky District, the Samara Region,<br />
Russia, 446110<br />
85 Odoevskoye Shosse, Tula, Russia,<br />
300036<br />
142 Voronezhskoye Shosse,<br />
Khabarovsk, Russia, 680042<br />
16 Ryleeva St., Chelyabinsk, Russia,<br />
454087<br />
63 Pozharskogo St., Yaroslavl, Russia,<br />
150066<br />
3 Gorny Pereulok, Office 11, Minsk,<br />
Belarus, 220071<br />
121/1 Shopokova St., Bishkek, the<br />
Kyrgyz Republic, 720075<br />
26 Glockengiesserwall, Hamburg,<br />
Germany, 20095<br />
2 Per. 2 Shamakhinskoye Shosse,<br />
Khyrdalan Town, the Absheron District,<br />
the Republic of Azerbaijan, AZ0100<br />
19 Tsziangomenvai, the CITIC Building,<br />
Tower A, Office 15-B, Beijing, the<br />
People’s Republic of China, 100004
Сontact Information<br />
To arrange a group tour of the Company’s production facilities:<br />
The Company organizes regular group tours of its Russian production facilities. During these<br />
tours, visitors can learn about key events in the corporate history, Company activities and<br />
brewing processes. Visitors can also taste the Company’s products.<br />
To arrange a tour, call one of our facilities at the numbers listed below:<br />
Chelyabinsk +7 (3512) 39-1600<br />
Khabarovsk +7 (4212) 41-1591<br />
Krasnoyarsk +7 (3912) 59-1341<br />
Novosibirsk +7 (383) 230-1411<br />
Rostov +7 (863) 250-5146<br />
Samara +7 (846) 276-4333<br />
St. Petersburg +7 (812) 329-9139<br />
Tula +7 (4872) 32-9910<br />
Voronezh +7 (4732) 61-9800<br />
Yaroslavl +7 (4852) 58-3229<br />
The Company invites the public to visit the Siberian Brewing History Museum located at the<br />
<strong>Baltika</strong>-Pikra production facility in Krasnoyarsk. The Museum was founded in 2005 to mark the<br />
130 th anniversary of the Krasnoyarsk Brewery, as well as Pikra’s 15 th anniversary.<br />
The second Brewing History Museum was founded in St. Petersburg at corporate headquarters<br />
to mark the Company’s 20 th anniversary.<br />
The museums have unique exhibits on display, which can be tasted during tours of production<br />
facilities.<br />
In <strong>2010</strong>, more than 62,000 people visited the Company’s production facilities.<br />
For the 1999–<strong>2010</strong> period, the total number of visitors numbers in excess of 450,000.<br />
Association Participation<br />
The Company is a member of the following organizations:<br />
“The Union of Russian Producers of Beer and Non-Alcoholic Beverages” non-profit<br />
organization;<br />
“The Russian Union of Industrialists and Entrepreneurs”;<br />
“The Association of Brand Producers” non-profit partnership (RusBrand);<br />
“The Association of Joint Ventures” (St. Petersburg);<br />
“The Market Council on the Organization of Efficient Wholesale and Retail Trade<br />
in Energy and Power” non-profit partnership (“The Market Council”);<br />
“The Association of Buyers in the Wholesale and Retail Electric Power (Capacity)<br />
Markets.”<br />
103
Design and pagination: OOO RusGrupp | www.bcagency.ru